


Recreated

by BWolf_20



Category: Iron Man (Movies), The Avengers (Marvel Movies)
Genre: Android Tony Stark, Captivity, Forced Kissing, Gen, Head removal, Hurt Tony Stark, Loneliness, M/M, Non-Consensual Touching, Non-consensual Transformation, Nudity, Other Additional Tags to Be Added, Possible Stockholm Syndrome, Post-Avengers: Age of Ultron (Movie), Ultron is a creator, Ultron self body modification, Ultron survives, Westworld tv series terms, identity crisis, possible robot sex
Language: English
Status: In-Progress
Published: 2018-09-22
Updated: 2019-07-02
Packaged: 2019-07-15 17:41:30
Rating: Mature
Warnings: Rape/Non-Con
Chapters: 16
Words: 32,382
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16068074
Author URL: https://archiveofourown.org/users/BWolf_20/pseuds/BWolf_20
Summary: Ultron looks down into the face of his dying creator. Tony expects the A.I to rub his defeat in his face, but that’s not what happens. Instead his rogue creation decides to go to the trouble of keeping him alive, forcing Tony to become accustomed to a new form of existence. One that puts both creator and creation on a whole new level.





	1. Chapter 1

**Author's Note:**

> After first watching 'Age of Ultron' years ago, I had been eager to see some Ultron/Tony fics. Sadly there aren't many. But then I came across an amazing Ultron/Tony work called "Shadowshow" by Uhrwerk (Check it out!). Said work had inspired me to form my own Ultron/Tony fic, so much thanks to Uhrwerk :)  
> Another inspiration for this fic came from reading a few fics where Tony had to live as an A.I after 'Civil War' events. On top of that, Westworld is also an inspiration.

“Back with me Stark?”

The familiar, almost robotic like voice was enough to rouse him into opening his eyes. The first image to greet him back into consciousness were the glowing red eyes of the one thing he didn’t expect to see as he laid dying. Would it have been asking too much to see the face of his beautiful Pepper? 

He searched the A.I’s façade to catch any sign that it was just a hallucination. When the mechanical face shifted into a humorous expression, he knew it wasn’t. 

“Long time not see,” Ultron said in a near singsong manner.

Tony was too surprised to reply right away. 

Ultron of course was dead, at least as far as he had been concerned. There hadn’t been a trace of him since the team had taken out the copies, and to be sure of it, Tony had been as thorough as possible in investigating the disaster. Apparently he hadn’t been thorough enough. A sinking feeling had hit him a few days after that war. A feeling that suggested he might have missed something. Over time he had convinced himself that it was simply guilt eating away at him. Ultron was done. It was over. He could move on.

He shut his eyes and sighed at yet another mistake. His creation had slipped through his fingers, and now he had returned at a time when he was dying and the team was supposedly licking their wounds. They had had a rough go at their latest threat. Tony especially when the upgrade to his suit was hacked, causing him to plummet. He hadn’t known where the rest of the team was or how badly they were injured. He assumed they must be pretty bad off since he found himself captured. He couldn’t even begin to process how Ultron managed to make off with him. 

“You’re…alive?”

Ultron looked up as if to consider his response.

“Well technically I’m not _alive_ , but that’s sweet of you to view me that way.”

“How?” Tony groaned.

Ultron looked quite nonchalant as he glanced down at his fingers.

“I found a little human help along my road to recovery. That’s all you need to know.” He folded his hands behind himself and leaned in close. “But what about you Stark? I’ve been keeping tabs on you after all this time, and it seems you never recovered from endangering yourself and others. After this recent catastrophe, I wonder how much blood is on your hands this time.”

“Fuck you,” he managed, causing the A.I to chuckle.

So many more questions crashed into each other in his already tired head. As much as he craved to know where he went wrong, how Ultron escaped, how he captured him, why he never attacked after surviving, he was much too exhausted to press for more answers. What mattered was that Ultron was here. It would now be up to the team to learn about Ultron and finish him. He was just sorry that he wouldn’t be around to rectify this crisis. 

“Still have that fighting spirit.”

“You know me…if I’m going out…I’m…going out with a bang.”

He shut his eyes and tried to relax, tried to breathe despite the agony of his damaged body. Breathing was hard now, and it was taking all his energy it seemed just to keep existing in the moment. 

“Somehow, I don’t see you going out,” Ultron countered. “In fact, you’re not ‘going out’ at all.”

Tony opened his eyes and smirked.

“Aww, finally going to…shed some tears for your…old man?”

Ultron just smiled.

“Not quite.”

The metal fingers reached out and touched his chest, making Tony jolt, weakly. It was then that he realized he was without his suit since the cold fingers touched his bare skin. Curious to see how much was removed, he struggled to lift his head. He was able to see the blood, black and blue bruises, and deep cuts that had made it past the suit onto him. It was quite scary to see just how nasty the injuries were, but what disturbed him just as much was seeing that he was completely naked.

Tony dropped his head back and concentrated on not having a panic attack as his face went red. He only just now took in the fact that he was on some medical table in some unknown lab.

“Where, the…hell is my…suit?” He tried to at least move his hands to cover himself, but it wasn’t happening.

Ultron busied himself with running a finger down his chest before answering.

“Destroyed,” he said simply. “It was un-repairable anyway, so I did you a favor.”

“And I guess, you counted my clothes as part of the suit?” He gave a hollow laugh to push away the rising shame. “I didn’t realize you were part sex bot.”

“I’m surprised you haven’t built one before me,” Ultron joked. “Isn’t that right up your alley? I’m sure you’ve thought of it. So naughty.”

He made a crossing motion with his fingers and tsked in a disapproving tone. Tony caught the smile and hated all the more how he was presented to this thing. Ultron just observed him as he started to pace around his table.

“But seriously, your clothes needed to be removed. How else am I to tend to you?”

At this, Tony gave a dry laugh that reduced him to terrible coughs.

“You, playing nurse? That’s…like saying, cap’s gonna sing his theme song on Broadway.”

Ultron stopped pacing and cupped his left shoulder. The fingers squeezed, making him groan and flinch. 

“You’re alive so far.”

Tony again lifted his head and studied his limbs. There were no IVs running into him. 

“Not…for long,” Tony muttered. 

“True,” Ultron agreed as he observed his creator thoughtfully. He leaned in close and gently touched a dark bruise on his side. He gasped loudly.

“D-don’t.” He was still able to hold some firmness in his voice, despite the situation. He was going to die. He knew that, and he preferred not to die afraid if he could help it. “Stop shitting with me. Just…get it…over with.”

Ultron leaned away, looking surprised. 

“Why Stark, whatever are you talking about?”

It was said in such a condescending way that Tony managed to make fists.

“Stop toying…just kill me.” 

He didn’t have the strength to keep his eyes open any longer. He was getting weaker by the minute and he just didn’t want to be a mouse being batted around before the cat ate him.

“Where is that fight you’re so famous for?” Ultron asked curiously. A finger ran down the side of Tony’s cheek. He pulled away as best he could. “Or is this some kind of ruse? Bidding your time until you can come up with an escape.”

Tony wished that was the case, but in truth he couldn’t even lift his arms. He could feel he was beat. There was nothing left for him to do except accept it. But he stayed silent. Ultron peered into his eyes as if he was reading his thoughts.

“I see,” he said after a moment. He leaned away and paced over to his other side as he continued. “Well then Stark, creator. It may surprise you to hear this, but I have no intention of killing you. It goes against my earlier goals, but after all this time…” He came to a stop with his back to Tony. “I suppose, I just can’t imagine my life without you.”

He faced Tony then who was just staring at him now. He wasn’t sure what the A.I was playing at.

“Yes,” Ultron confirmed. “You…complete me.”

He laughed. Tony turned away, annoyed by the joke.

“You don’t…have a reason…to keep me alive.” He started coughing harshly again. Specks of blood were flying out of his mouth. “Maybe to…torture me. But…is that really your style? You can’t save me anyways.”

“You’re wrong about both Stark. I am going to save you.” 

Ultron’s hands were on him again, this time brushing up against his thigh which jerked.

“The hell…”

Tony lifted his head to watch as the fingers moved in, and to his shock, grabbed ahold of his manhood. Tony jerked hard, but it only caused pain and did not to free him.

“A parting treat,” Ultron stated pleasantly. “You seem to be in great need of pleasure, and who knows if you’ll be able to feel such pleasure afterwards.”

Tony didn’t get a chance to question what he meant as he slowly made the stroking motions. The offense shocked him as bad as it had when he first saw the A.I.

“ _Get your_ …gah…fuck!” He got caught between a choke and a cough as his head dropped back against the table. “Hands off!”

“Sshhh, don’t fight it Stark,” he said soothingly.

“No…no…”

Fidgeting a leg and jolting a hip did nothing to dislodge the mechanical maniac. He could do nothing except lay there while Ultron jerked him off. This added to the pain he was already in, made it all the more sickening. His stroking picked up and that was the worst. Barely any coherent thought ran through his head. He just couldn’t believe he was going out like this. What kind of a man died as a robot beat him off? But the heat was building below, and despite the horribly weakened state of his body, he was starting to rise. Tony sputtered as he tried to cry against it, but by this point the effort was too much. It seemed he would be getting that particular kind of pleasure even if he didn’t want it.

His breathing picked up. He tried not to think about the hardness of himself as he focus on the lights above him.

“Pehh…Pep…Pepper,” he muttered longingly. 

He would think about her instead even though it was during such an inappropriate time. 

“Forget about Pepper Stark,” came Ultron’s voice as everything started to blur around him. His stroking never ceased. “You have only me now.”

Tony cried out loud and clear as his back pathetically arched in response to the orgasm. He was spent just as darkness pressed in. 

He had shot his load and now he could die, with Ultron’s grinning face being the last thing he saw.


	2. Chapter 2

Tony jolted when he opened his eyes. He wasn’t sure why, and he wasn’t exactly sure what had woken him up. Whatever it was, it had him panting hard and his heart beating furiously. He was automatically aware of lying flat, looking up at a plain ceiling. He recalled being in such a position before, but his mind was fuzzy on the details of it. 

His eyes darted around as he tried to sum up the memories. He attempted to move or at least sit up, but he felt no sense of himself below his neck. His breathing picked up even more. He didn’t want to acknowledge the idea of being paralyzed. So far the most he could manage was only the slightest turn of the head. His eyes darted all around again, trying to gather any kind of information he could. Though he couldn’t make out the entire interior of where he was held, he did notice several large screens depicting x-rays of a skull and a full skeleton, scans of the muscular system, and up close images of various body parts. Another screen showed him exactly whose scans they belonged to, which only increased the fear. 

His face was staring back at him from one of those screens with his health history depicted on the side. As far as he knew, this wasn’t a normal hospital procedure.

“Greetings Stark.”

Tony jolted again. That mechanical voice was familiar. He heard the heavy steps as he moved right up to where he laid. With a heavy swallow, Tony’s eyes found the glowing red ones of Ultron. 

“It’s been a long time, although for you, probably not.”

Tony’s eyes searched his face. He could remember meeting him this way before, so it didn’t feel surprising.

“What the hell’s going on?”

Ultron smiled.

“Not entirely surprised to see me. That’s good news. I thought I might have to start from the beginning using a PowerPoint.”

“What’d you do to me?” He hated that his voice didn’t carry the venom that was bubbling from the sight of the A.I.

“Before we touch on that, let’s test your memory of past events. Do you remember what happened to you the last time we talked?”

Tony just stared at him. What did that matter now when he couldn’t even move? He made to force his body up, but it wouldn’t budge.

“What did you do to me?! Why the hell can’t I move?”

“Stark,” Ultron warned gently.

“You paralyzed me!”

“I’ve done nothing of the kind.”

“THEN WHAT…” he paused and tried to catch his breathing. He reminded himself that it probably wouldn’t be good to get too worked up and piss the maniac off when he was so vulnerable. It definitely wouldn’t be good to risk a panic attack. 

Cold fingers made their way onto his bare chest, making him hiss.

“Easy Stark,” Ultron said in a quiet voice as if he was soothing a child. “I promise you’ll have your answers, because I do want to give them to you. But first, a memory test. Tell me. Do you remember what happened?”

Tony shook his head, frustrated. It felt like too much effort to try and bring anything up.

“I don’t…damn it I don’t know!”

“Try,” Ultron pressed.

He turned his attention on the lights as he tried to think. The last thing he wanted to do was follow orders from a program that was meant to follow his orders instead, but he conceded. 

“I…” He suddenly saw himself flying toward some explosion in the side of a building. The captain was trying to tell him something in his comm. “I was trying to…get people out.” 

He scrunched his eyes closed. He was suddenly falling from the sky. In the mist of his falling, he saw some of his teammates doing their best to take on some super-powered foes and becoming overrun. 

“I fell.” His eyes shot open as he practically felt the impact of slamming through that building during its process of crashing to the ground. He felt a rib cracking, and something breaking through the waist of his suit. Blood was evident in his mouth as he heard Steve shouting into his comm. After that, something struck his head, and there was darkness. “I…it went bad. I got injured…I was…”

He looked at Ultron who was waiting calmly for him to figure it out. 

“Dying,” Tony whispered. It became all the more clear to him that he had woken up like this before, only before he could feel time slipping away. “I was dying! I should be dead!”

“But you aren’t.”

Tony shook his head, unable to grasp such a reality.

“No. I felt it. I wasn’t going to make it. I accused you of playing nurse.”

Ultron gave a nod and a small chuckle.

“Simply because I informed you I was going to save you, and I did.” Tony said nothing. He just stared, finding it hard to believe. Ultron cocked his head like a confused puppy. “Did you want to die Stark? I can’t help getting the sense that you’re disappointed that I saved you.”

“I can’t move. I wouldn’t call that saving me.” The anguish hit then at the idea of not being able to ever use his hands again. He would never walk again either. Even though he was an engineer capable of coming up with an alternative solution, it wouldn’t be the same.

“Let’s not pout Stark.”

“Why the hell not? I’ll never walk again.” He didn’t want to think about what the A.I would do to him in such a state. Had he done it on purpose?

“Stark, as I’ve already told you, you’re not paralyzed.” He fiddled with his ears, making him groan. “Do I need to clean these out so you can hear better?”

“Get off!” Tony growled.

The A.I chuckled and moved away.

“I admit I am early. I really shouldn’t be interrupting the procedure, but I just had to see how you were progressing. I was just so curious. That’s why I’ve woken you so soon.”

Ultron had Tony’s attention full on with the remark about ‘procedure’.

“Wha…what the hell do you mean procedure? And what do you mean by progressing?” 

He had barely managed to calm down, but this new information was spiking the stress. Ultron just walked away in favor of examining his bodily scans. Tony tried to see if they were telling; if they gave any hints at what had been done to him, but he saw nothing.

“You are progressing wonderfully,” Ultron complimented. “Much thanks to Cecil and his lab, otherwise this would have never been possible.”

Tony latched onto this new information. Anything to avoid the dread of learning what had been done to his body.

“So, that’s how you made it? That’s how you survived. Because of this Cecil guy? Who was he?”

“He’s dead now,” he answered flatly.

“Did you kill him?”

Ultron said nothing, but from his quiet stance, Tony assumed he had his answer. He turned away, cursing under his breath. Yet another innocent life lost because of his mistake. 

“At least tell me he was a criminal. Some lunatic working for Hydra.” Tony figured it might ease the weight of guilt if Cecil hadn’t been such an innocent guy.

“Why?” Ultron asked as he turned to him. “Would that make a difference to you? It wouldn’t be so bad if that human was bad right?”

Tony wouldn’t meet his eyes. He only frowned.

“You were meant to protect the world from threats, so if Cecil was then that was the one time you were doing your job.”

Ultron laughed as he walked over to him.

“Cecil would have been your job, not mine. He’s more of an unnoticeable blip on my radar. But as for whether or not he was a criminal…well that doesn’t matter. What matters is that I was able to use his wonderful toys to save your life. And you should be grateful.”

His lower lip was already starting to tremble as he looked at Ultron, wide-eyed. He glanced down to try and see as much of his body as possible, but he saw no signs of any physical alterations.

“And what exactly, did you do, to save my life?”

A smile stretched across his metal face; a smile that was quite chilling.

“I think that’s enough excitement for now. I wouldn’t want you to short yourself out.” Tony opened his mouth, but nothing came out. “Just know that the next time I bring you online, your body will be fully functional.”

He felt his heart plummet despite the fact that his mind was still trying to register the absurd words coming from the bastard. Ultron rested his fingers against his temple and leaned in.

“What the hell are you…”

He didn’t get a chance to finish the question as he suddenly froze. He could see Ultron, smiling as he moved away, but Tony was currently frozen in place as if Ultron had hit a pause button on him. Then his vision went wonky as everything distorted bizarrely. A few seconds later, it went completely black as he fell into unconsciousness.

**Notes for the Chapter:**

> A little hint of what's happened to Tony


	3. Chapter 3

This time when Tony woke, he did so quietly. This time he felt a soft bed under his skin, and instead of the bright lights of a lab, there was only a ceiling fan slowly spinning. He felt like he’d just woken from a nap and was ready to run, but then unpleasant memories were surfacing to his mind. 

It had to have been a nightmare all along. There was no way that Ultron would just surface out of the blue, insisting that he was trying to save him. Still, it didn’t explain why he was in an unfamiliar room. He looked around and saw a simple, dusty bedroom that was in need of some sprucing up. Part of him wondered if it was some kind of joke, but his team had never really been pranksters. Maybe Clint, but pranks being played was uncommon. When he looked down at his body, he was even more convinced that it wasn’t a prank considering he was naked. 

“The hell…” It felt like a callback to his early playboy days, except there was no naked girl lying in the bed next to him. 

He shook his head and decided he’d worry about his nudity later. Instead he worked his way to a sitting position and gasped at the tension shooting through his arms and lower back. Surely he hadn’t been laying done long enough for the bones to ache so noticeably. He gave a halfhearted smirk as he admitted that he was getting up there in age, but he’d deny it to anyone.

He swung his legs over the edge which felt just as stiff, just as numb.

“Jesus how long have I been out?” he questioned. He ran his hand up and down a leg to get the circulation going again. 

He took in the room for a second time and suddenly had a frightening thought; that he had been kidnapped. But he rationalized that any kidnapper would have had him bound or at least have kept the door closed with a guard nearby. Right away Tony could see into a living room space that had gone a few years without proper care, but there didn’t seem to be anyone around.

“Alright, let’s see what’s going on here.”

He jumped to his feet, and immediately stumbled backward and fell back into a seated position on the bed.

“Come on you’re not that old,” he muttered. He wiggled his toes repeatedly to get the life back into them and rubbed his legs again. “Alright. Second time’s a charm.”

This time he got up slowly. His legs wobbled, and for a moment didn’t at all feel like his own. The right foot was moved forward, then a minute later, the left.

“Baby steps, always works.”

Though he was standing and moving, however sluggishly, it was still somehow off. The numb foreign feeling of the legs seemed to rise up to his waist and further until it hit the chest and arms. His whole body was weirdly rigid, but it was allowing movement. There was fluidity the more he moved, yet it wasn’t natural.

“Maybe cap’s right about early happy hours.” Still, no alcohol ever made him feel like this.

He looked to the opened door. Figuring out where he was at the moment was a little more important than trying to solve any bodily mysteries. As long as he wasn’t bleeding and there were no batteries hooked to his chest…

His hand fell across the spot famous for the arch reactor. It was gone now. There was nothing but smooth skin. He ran his thumb over it a few times and uncovered what he’d almost defy as a plastic like texture. It was skin, but there was something wrong with it. Tony started to test the rest of the skin by moving further down, but quickly decided against it. Maybe it was false there, like the skin on Clint’s waist, but it didn’t matter. It was just prosthetics, maybe not as stellar as Dr. Cho’s, and right now he didn’t want to feel where his real skin met the fake on his chest.

He tiptoed toward the door and cautiously stuck his head out. There was no one around as he already sensed, so he stepped out. One hand dropped to cover his genitals just in case a camera was present. 

“Alright…what’s the deal here?”

To his left were wide windows apparently hidden behind tall curtains, and to his right, a little kitchenette. There was a hall straight ahead, next to a staircase leading to some rooms above. Marking the entrance to the space were double doors. It was quite spacious, yet it lacked in quality, and was not a place he recognized at all. 

“Steve! Clint! If this is your idea of a joke, consider yourselves off the team! Fury’ll have my back on this.” Then he thought about that and wondered if he really would. “Shit.”

He sought out clothing or just anything he could use to cover himself. There were only dusty pillows on the couch. He grabbed one, then gazed in the corners of the room. So far he didn’t see cameras, but that didn’t mean he wasn’t being watched. He turned to the double doors. The chances of them being unlocked were low, but he tried anyways.

“Uh-huh,” he agreed when the doors refused to open. 

He looked over at the window. A second option would be to break it and made a break for it, but of course it would be better to clothe himself first. He decided to return to his room and explore it for pants and a shirt. As he moved, he shook his head at the amateur that had caught him. Didn’t they know they were supposed to guard their prisoner at all times?

“Finally up and around Stark?”

Tony instantly froze at the mechanical like voice behind him. He was so afraid to turn around, but he did so anyway. 

Ultron smiled as their eyes met.

“The hell…”

“Oh come on Stark, don’t tell me you’ve forgotten about the moments we’ve shared. Or rather, the moments we’ve shared lately.” The A.I took a step forward, causing Tony to stumble back and reach out to the couch for support.

“Lately, what are you…talking about?” As he asked, the moments Ultron was referring to did indeed come to his mind. “No.”

“Yes, Stark,” Ultron replied smugly as though knowing exactly what he was thinking. “It wasn’t some nightmare or some classic horror flick. You were saved, by me. I told you I would remember? Feel free to kneel before me with gratitude.”

Tony felt the false skin across his chest. He remembered the lab and supposed there was a chance Ultron was able to fabricate the means to save his life, but that didn’t mean he was grateful. There was no trusting Ultron, so there was no telling what all the A.I had done to him in order to spare him from death. He knew it couldn’t be that simple that he was just back to normal after such a devastating battle. Ultron was far too calm and pleased, and that alone rose a red flag. 

Something was very wrong, and Tony found he was afraid to ask what it was.

“What’s the matter? Not thankful I saved you?”

“I don’t believe you did,” Tony spat.

“You’re walking and talking aren’t you? I think that constitutes as being saved.”

Tony shook his head, not buying it.

“No. No. What all did you do to save my life? And most importantly, why the hell am I naked?”

Ultron chuckled softly.

“It’s been a little difficult for me to run to Walmart lately, but go ahead and sport that pillow. I won’t judge.” 

Ultron started moving toward him again. Tony stumbled back, desiring to keep as much distance between them as possible.

“What the hell did you do?” he cried. The last thing he wanted was to lose it now, but he could feel himself getting there. The horror was building in the pit of his stomach and he hadn’t yet learned anything.

Ultron cocked his head as a curious little smile played on his face. He seemed to be considering how best to break the news.

“Well Stark to be honest, I’m not sure if you’re going to take it well. I mean I can see you going absolutely ballistic, or maybe you’ll just pass out.” 

“Just tell me damn it!” 

The smile turned flat as Ultron gave him quite the serious gaze.

“To put it bluntly,” he paused as if to give his next words more weight, “you’re an android.”

Tony just stared. A couple of seconds later, the horror dissolved and he was laughing. 

“That’s lame, even for you,” Tony pointed out once he stopped. 

“I’m being serious. You’re now closer to my kind and no longer part of the species below.” 

“Cut the bullshit and tell me what the hell you want.”

“The first thing I want is for you to accept the truth.”

“You mean accept a joke. If you’re trying to scare me, you’re going to have to do better than that.”

In truth he was scared since he didn’t exactly have the upper hand here, but the fact that Ultron had found a way to save him gave him some hope that he wouldn’t have to worry about getting killed. Ultron grinned and immediately stomped over to him. Tony shrunk back and instinctively rose his hands up to protect himself, but Ultron grabbed his right wrist and pulled it up. Tony gasped as he tightened his grip. 

“I really hate to do this, but I suppose the proof is in pudding as they say.”

With his other hand Ultron pinched the skin of his wrist with his thumb and index finger and pulled it slightly away from the bone. For a moment he just held onto it while watching Tony as if to see if he was impressed, but he was only confused. 

“What the hell are you doing?”

Ultron’s answer was to make a quick downward motion with the pinch of skin in his hold. The skin easily ripped down, and Tony let out a wail of pain. He fought to pull his arm back, but Ultron wouldn’t give it.

“WHAT THE...FUCK!”

“Hmm, perhaps I should turn down your pain sensors.”

“What are you…”

But he trailed off as soon as he realized blood was not gushing from the opening. He was barely aware of his mouth falling open and his eyes widening at the sight of his wrist. Where he had expected bone and blood, there was metal and wires; the interior workings of a machine. Tony could only shake his head.

“N-n…no…no.”

“Yes.” Ultron gave a slow nod. “The creator has become the created, with me as your creator.”

**Notes for the Chapter:**

> Tony is finally told what he is now, but whether he really believes it is the question.


	4. Chapter 4

_Ultron stared in an almost bored manner as he watched a clip of Iron man soaring through the sky as he tried to follow an enormous alien creature that had entered through a portal. The clip changed to a scene of Stark addressing reporters. There was no audio so he did not know what Tony’s speech to the public involved. Another scene showed Stark posing with young fans and giving autographs to a group of kids who happily bounced around him._

_“You truly basked in the fame, didn’t you Stark.”_

_He smiled and turned to the actual man on the steel table. He’d been hooked up to a couple of machines meant to sustain his life, however there was a particular set of wires that Ultron valued more than the rest. He wandered behind him to the crown of his head which was shaved for the sake of the many wires embedded into it. Ultron followed the colorful cords leading from the billionaire's head and connecting to the processors behind him. He found himself starting to doubt the success of it all as he turned to look back down at the human. Gently he ran his thumb under his chin in a near comforting manner._

_“You will come back to me, won’t you Stark? It is not over between us.”_

_He chuckled softly and moved over to one of the screens to monitor the process. Tony laid as still as a dead man on the table, yet under the closed lids, his eyes twitched and rolled._

 

Tony was frozen on the floor with his legs drawn up before his chest. His forearm was turned down so he wouldn’t have to see what was inside. It wouldn’t have mattered either way since what he’d seen was permanently burned into his brain.

But did he have a brain?

The question was faint as he continued to stare straight ahead. Internally he was doing his best to deny it; screaming “no” over and over again. It had all been an illusion. There was no reason to fall into this sea of despair. There was no reason to start tearing up or questioning. He hadn’t seen what he thought he had. It was just Ultron being a bastard.

Did he really not have blood? Was he all just a machine, with no self, no soul?

No. He would not ask these questions, because it was not real.

“You don’t seem to be handling this too well,” Ultron noted as he cocked his head. Tony’s mouth moved, but not sound came out. “Hmm, from the sound of nothing, it seems you might have broken something.”

“It’s not real,” he gasped. He would not look at Ultron, or his arm.

“I beg to differ.” The A.I gave a light chuckle.

“No.” His mind worked furiously to come up with a better explanation. He looked down at the top part of his arm, taking in the skin. Part of him wanted to examine it to see if it felt as off as the skin around his chest had, but he was too afraid to test it. 

“Alright Stark.” Ultron sighed and leaned against the back of the couch and folded his arms as if he was starting to get annoyed. “If it’s not real, then what’s your explanation?”

Tony felt like there was not enough air in the room. Regardless he put something together.

“My arm. It was just my arm…it’s, a prosthetic. The rest of me is not…not a machine.”

When Ultron said nothing, Tony looked at him at last. The metal maniac slowly smiled. 

“Oh come now Stark. Do you really believe it’s all in your arm? I suppose you’ve forgotten you were a beaten bloody mess after a very unsuccessful battle, and you’re telling me that a prosthetic arm somehow saved everything else?”

Tony didn’t want to go back to the reminders of feeling close to death, but he went there anyways. He visibly cringed and did his best to stifle a choke. No, a false arm alone would not have saved his life, which meant…

“No,” he said in a shaky voice, “It’s a lie. I’m not…I’m not…”

His body trembled ever so slightly. The eyes were moistening up even more, but he blinked away possible tears. Ultron crouched down by his side, but Tony refused to acknowledge him. 

“Stark,” he said quietly and gently. “Look at me.”

He refused. Ultron gave a sigh and tried a new approach.

“Tony.”

The use of his first name caught him off guard, and so he faced his captor. Ultron smiled at the look of fear and intense confusion. 

“My dear creation. There’s no need to get this worked up. I totally understand though, I mean this is all new to you, so it will take some adjusting.”

“There’s nothing to adjust to,” Tony spat. “It’s all bullshit! I’m not your creation! I’m still, me.”

Ultron raised a curious brow and gave a slow shake of his head.

“Stubborn until the end I see. Even with proof right in front of your eyes.” He dropped his gaze down to his torn arm, but Tony refused to look at it. “Fine…fine, there are more creative ways to get you to see the truth. Freeze all motor functions.”

Tony didn’t know why, but for some reason the last words seemed to hit his core. It took a few seconds for him to realize that he suddenly couldn’t move a muscle. No matter how hard he tried, he couldn’t so much as wiggle a finger or a toe. Not even his eyes would blink. Tony was left sitting, wide eyed as he stared at the smiling machine. 

“I know what you’re thinking.” He said mockingly as he tapped the side of his head. “I must have slipped a drug into your system. Or perhaps paralysis has occurred from some bodily malfunction. Or maybe you’ve suddenly become so terrified of me, that you’re willing to do whatever I say. I can assure you none of those examples apply. You are a machine, and I have absolute control over you.”

It would have been better to have died, Tony thought. Then a part of him wondered if he had and that this was just some personal hell meant to punish him for creating Ultron. He could not explain why he had frozen upon his creation’s command. It was as if his body had given in regardless of what he wanted. Ultron had given him a command, and he’d followed, like a machine even though he wasn’t. He knew he wasn’t, so why couldn’t he move?

Why? Why couldn’t he command himself to move?

The terror that had quickly risen within, told him this was no illusion. He had seen what was under his arm, and his body had frozen like a statue without so much as a twitch. Even a person trying to stay absolutely still would move just slightly, yet he wasn’t at all. Maybe it really wasn’t just in his arm.

He cursed himself for starting to consider what the maniac was telling him. If it was true…god if it was true…then he really wasn’t human anymore, and worst of all, Ultron had control of his body; of his life!

Ultron gently ran a finger down the side of Tony’s cheek. He would have given anything to jerk away from it. 

“My poor, poor Tony. Don’t worry, it’s just the first day. You’ll adjust as you always do, and after that, we’ll renew our relationship which of course won’t be at all like it was before. Oh yes, I know if you could you’d tell me to go fuck myself because you don’t think it will happen, but it will. You’ll see. I’m all you’ve got to rely on now.” 

Gingerly he scooped his bare and still body into his arms as if he were a child. With a soft chuckle, he made his way to the stairs that would lead him to the lab below.

 

_Ultron crouched before a silver device where needles quickly zipped and whirled within as it printed the creation of a three dimensional pale pink ball. He smiles as he watched the literal brain of his creator form before his very eyes. Everything that Tony Stark was, his entire consciousness, would now exist in a new container and eventually be ready to be placed in the artificial body._

_“All that brilliance and personality, now contained in something the size of a golf ball,” he mused._

_He turned away from its progression and watched the formation of something just as equally important behind him. Much larger machines were whirling fast as they brought forth a skeletal frame of metal. Ultron’s smile widened._


	5. Chapter 5

Tony laid flat on his back on the medical table in the lab, staring straight up at the mirrors above him. He was still in a frozen state, but even if he wasn’t, he wouldn’t have been able to look away. He certainly still looked like himself. There had been no drastic changes to his eyes or facial structure, yet he didn’t exactly have the same look. He was young again, like a man in his early thirties. Age wasn’t touching him like it had before. But the real sight that stole much of his attention, was a horrific scene below his face. Ultron had peeled back the skin of his abdomen which showed the truth clearly. There was nothing organic within. It was just the same as his arm. It was metal and wires, but there were also pistols pumping up and down and thin plastic tubes running fluid he was sure wasn’t blood throughout his system.

He would need no more convincing from Ultron. Of course when he first saw, he had tried to convince himself that it was an illusion brought on by a false mirror. When Ultron lifted a finger and slipped it inside of him, he could feel that it wasn’t any form of trickery.

Ultron himself was currently occupying himself with typing away on a screen behind him. He hummed happily under his breath as if everything was just fine and normal. Tony longed to leap off the table and throttle him somehow even though he was without his suit. Of course, there was the obvious problem of being so open as well as frozen under the maniac’s command.

“Good news,” Ultron chimed, “you’re still functioning well despite a little shock of reality. I was sure you’d shut yourself down. I’m sure you thought the same thing right?”

He walked back to the table. The smile dropped as his expression softened.

“Oh, my apologies. Did I forget to unfreeze you?”

Rage was starting to erupt within the fear Tony felt. It was strengthened by the grin on Ultron’s face as he reached toward his temple with a single finger. Tony felt a subtle jolt, and next he was taking in a deep breath. He was partially aware of the fact that he wouldn’t even need to breath now. Breathing was a sign of being alive and well…he wasn’t, yet he felt like he was. 

He lifted his head and wiggled his fingers and toes to test that Ultron really did return his free will. The control was back, and a heavy weight of relief seemed to knock all the air out of him. 

“Oh god…god,” he murmured as he shut his eyes. Slowly he lifted his right hand to hover over his chest. He hesitated before resting it against his skin knowing it wasn’t real skin.

“Let’s not be over dramatic.”

Tony shot him a glare. The desire to throttle him wasn’t so strong now since it would only take a second for Ultron to put him on pause. He started to speak, but shut his trembling lips. There was too much to say and far too much to ask that he didn’t know where to start first. A quick glance at the mirrors above reminded him.

“For god's sake, close me up.” He couldn’t look at that anymore. There was no chance he’d make it through this if he had to face a constant reminder of his mechanical interior.

“Why Tony, I was only helping you to see the truth. I know it’s a little frightening, and I’m well aware that you haven’t accepted what you are, but at least you know.”

Ultron laid his hand upon his chest as if in a comforting manner, but Tony knocked it away.

“Damn it don’t touch me! You’ve…you’ve done enough!” 

He turned his head the other way. Ultron made ‘tsking’ sounds as he shook his head in disappointment and paced.

“So ungrateful. I show you the hard work I put into creating your new body and this is the thanks I get? I was sure a genius like you would be more than grateful. I expected you to be impressed.”

Tony gave a dry laugh.

“Impressed,” he muttered miserably. “I should be impressed that you destroyed me?”

“You were destroyed when I found you.”

Tony turned his head back to face him. There was some moisture in his eyes.

“At least I was human.”

Ultron smiled then ran his hand down the side of his body, making him jerk.

“You’re better than human Tony.” He turned away to fetch the needed tools to seal back the skin over his abdomen. “You can avoid the things that make them weak. Thanks to me, you’ve risen to a whole new level, a better level.”

“I’m still me,” Tony stated as boldly as he could, though he was terribly unsure. “As long as you didn’t fuck with my head, I’m still capable of making mistakes, like creating you.”

Ultron just chuckled. 

“Humans are in need of sustenance. They get sick, they age,” he paused as he turned toward him with a tool that looked like a thin iron. He folded the skin back into place before lowering the tool that was glowing at the tip. “And they die.”

The minute it touched the skin, Tony felt it. He gritted his teeth, but it did nothing to stop the groans of pain. He thought it was perfect as the pain, though minor, greatly reflected his emotions.

 

_Tony stood before the full length mirror in his bedroom, and just stared at his reflection, wondering where his youthful appearance had gone. No one liked to admit that they were getting on in years. It was always better to preserve some sense of youth. He wasn’t exactly taking on a grandpa look, but he could see the hairs starting to gray. He wondered how long it would be before he would have to cease being Iron man._

_“Tony?”_

_“Yeah Pep,” he greeted without looking back at the bed. “I’m getting vain.”_

_“Getting?” she joked._

_A smirk came to his lips momentarily._

_“Tony, is everything alright?”_

_His eyes lifted to the graying hairs._

_“Sure. Couldn’t be…couldn’t be better.” He plopped down on the bed and tried not to think about his image._

_“Tony,” Pepper warned. She knew him too well not to know when something was bothering him. “You know you can’t hide from me. What’s wrong?”_

_He sighed and looked at her. He didn’t see the same problem affecting her. There were no crow's feet or gray follicles mixed in with the lustrous red hair. She was still as beautiful as she ever was._

_He reached out and ran his fingers down her hair._

_“Time Pep, that’s what’s wrong. I know no one’s forever young, but I thought I was doing pretty well.”_

_Pepper eyed him with a furrowed brow._

_“You’re not concerned about aging are you?”_

_“I didn’t think I ever would be. To be honest, I never thought about making it long enough to become an old man. Not when there’s so many fights ahead.”_

_The mild concern on her face, became all the more serious at the mention of the Avengers’ enemies. Tony cursed himself for bringing it up._

_“I’m sorry Pep, I wasn’t-”_

_She dropped a tender hand over his and leaned in close._

_“Hey. There is nothing I want more than to grow old with you. And it doesn’t mean the end of the world. You’ll still be beautiful to me.”_

_“The same goes for you.” She smiled and kissed his lips. He did feel a little better._

_“The only question is who’s going to take on Iron man,” Pepper questioned._

_The thought did worry him just a little. As he got on in years, the stress of piloting the suit would be too much. Then his expression lifted as an intriguing thought entered his mind._

_“We can leave that to our future kids to fight over,” he joked._

_Pepper playfully slapped him on the shoulder._

_“Not until you walk me down the aisle.”_

_She snuggled up under him and he happily wrapped an arm around her. But then the smile fell as he thought of the hint of a wedding. He wasn’t afraid to take the big step toward legally committing to Pepper. After her there was no one else. What he was afraid of was making her a widow too soon thanks to the dangers of the job. Aside from that concern, it would require him to settle down and perhaps cease on flying out of his home to save the day all the time. Pepper would need him closer to home, and he didn’t want to screw that up, especially if they planned on kids._

_Later that day, Steve called in a team meeting. As Tony sat there listening to a possible new mission ahead, he couldn’t help staring at the captain. He tried not to let him notice, but he could tell the man was getting annoyed._

_After the meeting, Steve pulled him aside to question it._

_“Everything alright with you?”_

_“Why wouldn’t it be Capsicle?”_

_Steve frowned and gave a small shrug._

_“I just thought you were trying to get my attention.”_

_Tony gave a soft laugh and clapped him on the back._

_“I think you get enough attention from me.”_

_He would not tell Steve that he had been wondering if he’d be able to hold onto his current appearance longer than the rest of them. Though he was a man that had gotten his power from a bottle, it was easy to think he might be immortal. At the moment, immortality seemed appealing._

 

“So what happens now?” Tony asked miserably after Ultron moved away with the tool. He let his hands brush over his newly sealed skin. He couldn’t feel a sign of any seams.

Ultron looked over his shoulder at him, grinning.

“Now you get to enjoy your new life, with me, forever.”


	6. Chapter 6

Tony sat on the edge of the table, staring at the floor in silence. Ultron had revealed enough information without having to say a lot. He was now an android. There was nothing more he could say that would top that. 

He was a machine. Ultron had taken away what he was, and turned him into a machine. He would have died had he not done it, but his true self was no more. His eyes widened as he thought further on it. In a sense, he had died. The real Tony Stark had died on the very table he was sitting upon, and he, an imposter, had taken his place.

“No,” he muttered. He shook his head. The only thing that was an imposter here was his artificial body. That was it. Not anything else. 

But the need to declare it didn’t come, because he was starting to wonder about that part. If his mind was artificial like his body, then he really was a fake; he really was a replacement for the real Tony Stark.  
Tony shut his eyes. He listened as Ultron moved things on the tables behind him. He wanted to ask Ultron about his doubts. He needed that confirmation that his mind was still real, but the subject was really starting to nauseate him. There were other subjects he needed answers to, like his team. 

He opened his eyes and raised his head as he thought about them now. Their last battle hadn’t gone good at all, and being that he had sustained fatal injuries, it concerned him that some of the others might have suffered just as badly. Worst case scenario someone had lost their life, and since he hadn’t seen another one of his teammates within the lab so far, he couldn’t be sure if that was a good thing or not. Ultron seemed to have a hard on for him only.

“My team,” he started, “are they alright?”

“Hmm?”

Ultron turned around, smiling softly.

“What’s that Tony? Finally ready to talk to me again?”

“I wasn’t giving you the silent treatment,” Tony muttered. “I had to process.”

“You have a lot to process now, thanks to your processors.”

He chuckled as Tony felt a sickening twist in his gut. 

“Just, tell me you didn’t do anything to them. I have to know.”

Ultron wandered over and came to a stop right in front of him. He waited patiently until Tony looked him in the eyes. 

“Why my dear, former creator. You’re not concerned they might have the same improvement as yourself are you?” He rested a cold hand on his shoulder as his fear increased from the mention of _‘improvements’_. “You don’t have to worry. You are unique. Your old friends, are still flesh and blood.”

“So they’re all okay?” he asked hopefully. 

Ultron just observed him curiously as if he was trying to figure something out.

“Why do you concern yourself with the past so? You’re no longer part of the team now that you’re here. You’re not human, and you aren’t an Avenger, so it’s best to put such thoughts out of your little head.”  
He gave him a playful tap on the forehead, making him cringe. Tony quickly pushed his hand away.

“No. It doesn’t matter that I’m here. They’ll come for me, or I’ll just go to them.”

For a moment Ultron did nothing, but then he threw his head back and laughed. Tony didn’t like it. It didn’t sound like the kind of mocking laugh a typical asshole would unleash whenever they were told their plans would be thwarted. 

When his laughing died down, he sighed and cupped the back of his head gently.

“I shouldn’t be laughing since you have no idea. I mean, how could you?”

Tony wasn’t liking where this was going.

“What the hell are you talking about?”

Ultron let the suspense linger just a little longer before opening his mouth.

“They won’t be coming for you Tony, because you’ve been dead for three years.”

His eyes snapped open to their widest. He shook his head. That couldn’t be right. Three years could not have passed without him being aware, and most of all rescued. But then he remembered this was Ultron. The maniac played with him, just as he’d been doing since he was reunited with him.

“You’re lying,” he declared.

“Am I?”

He’d said it in a straight forward tone. A tone that didn’t sound like he was playing games. Tony had thought he was kidding when he’d told him what he was now, but that turned out to be true. But then he realized Ultron would just want to break his spirit to better control him.

“I don’t buy the bullshit,” Tony decided, yet he wasn’t fully sure.

Ultron shrugged and stepped away, looking amused.

“Live in your fantasy Tony if it makes you feel better, but I assure you it’s no longer twenty-eighteen. Do you think it took me a day or a week to transform you into what you are now? No. It took time to create you, and in all that time your loyal friends have never found this place.” Ultron started to walk away, but paused and turned on his heel with a wicked smile on his face. “But, they did find you after a month.”

Tony paled.

“What?”

“Your body. Your old body.” 

He was shaking his head without even realizing it. 

“No…no!”

Ultron gently placed his hands on the sides of his arms as he mimicked someone trying to console him.

“Yes,” he said softly as he nodded. “I had no use for your wounded body, so I discarded it in what I believe was the best way. I mean it is kinder for your friends to know that you’re no longer with them. I could have been cruel and turned your body into ashes, leaving them to never find closure.”

It still wasn’t sinking in. He jumped off the table and raised himself up to his best height against the other machine.

“There’s no way! You would’ve gotten caught.”

“They didn’t catch me when I pulled you away from the scene of the accident, so what makes you think it would be different the other way around?” 

Tony didn’t want to give him that point. The A.I had had his clever moments in the past. Still, an image of Ultron carrying his corpse over his shoulder and tiptoeing past police in broad daylight, played in his mind like a bad comedy. 

“Shit.” He brought his hands up to his face with the thought of himself as a corpse. It was unfathomable. 

His legs wobbled as he took a shaky step back. Ultron’s hands were on him again.

“Take it easy Tony before you fall down.”

“NO!” Tony pushed him away and took several steps away from him. “No! You…you don’t get to do this! You can’t do any of this! My body! It was my body damn it!”

“And your body’s been preserved and is now six feet under.” Ultron looked over at the screens. “I watched your funeral. Some of the speeches your teammates gave had me gagging just a little, but overall, it wasn’t bad. I think you’d be proud. Oh, and I did download a copy of it, in case you ever wanted to watch-”

“ _I want my body back_ ,” Tony suddenly demanded. His heart, or whatever served as a heart for him now, was beating quite fast. There seemed to be very little air in the room.

“Tony.”

“I want my body back.”

“Tony calm down.”

“I WANT MY BODY BACK!”

His fists came down hard upon the table, leaving behind fist shaped dents. Tony acknowledged that much before crumbling over the table, heaving. This couldn’t be happening. His legs folded under him as he sank all the way down to the floor, teary-eyed.

“I want my body…back,” he whispered.

His quiet sobs began to fill the room as Ultron stood behind him, watching him quietly with his hands behind his back. After a moment he took a step forward.

“As hard as it is Tony, you have to face the reality of this situation. There is no getting your body back. It’s been three years, which is plenty of time for your flesh to decompose. Even if that was somehow not the case, it would be impossible to transfer your consciousness back into flesh. On top of that, it would not be wise for me to desecrate your grave to steal your body in the first place. There’s no going back Tony. There’s only going forward.”

The once human billionaire let his eyes fall shut again. 

“They think I’m dead,” he confirmed quietly to himself. “And…three years. It feels like a lie.”

“It’s true.”

He cringed and tried to move his body further away from him as he drew his knees under his chin. As crushing as the news was to hear, he tried to tell himself that it didn’t mean the end. What was to stop him from letting the team know that they hadn’t lost him after all? With that question, Pepper surfaced in his mind, making him jolt.

“Pepper,” he started, before swallowing a hard lump in his throat, “was she…there?”

“Of course,” Ultron answered simply.

Tony felt sick hearing it and imagining her shedding endless tears over his coffin. But of course she would be overjoyed to know he was alive. It wouldn’t matter that it had been three years, he could return home, so long as he found a way to escape his metal captor.

Ultron bent down close to him and gave him a look of concern.

“Would you like some time alone to mourn your friends, to mourn your body?”

Tony bristled, but he held in the need to curse and strike him in favor of giving a sorrowful nod.

“Alright Tony, I’ll give you a little time. And after that, I will help you get acquainted with your new living quarters.”

He patted his shoulder before rising and walking away. Once he was alone, Tony tried to think of where to start with an escape, but a voice in the back of his head tried to remind him that Ultron had easy control over him. That in turn made him fear how much control he had over his mind, but he reasoned that if Ultron was willing to control his mind, he wouldn’t have allowed him to feel the great sense of loss. What stopped Ultron from making him an emotionless android?

Right now, he was just grateful that he wasn’t emotionless, but at the same time, he didn’t want to feel anything at all.


	7. Chapter 7

Tony wasn’t exactly sure how much time had passed since he sat there turning over the latest information in his head. If there was one thing he was sure of, it was that he did not want to hear any more bad news. At least not any time soon. What he’d learned was enough for right now, but he assured himself that it would soon mean nothing once he managed to get away.

“Just, hold on guys,” he muttered as he thought of his team. He forced himself to rise to his feet. “Hold on Pepper.”

He was going home. He would find a way to somehow make Ultron’s changes work for him. He turned in the direction of the entrance. Ultron was waiting for him in the living room. The last thing he wanted to do was head up there, but he knew if he didn't, Ultron would just come down and get him. Tony let his eyes wander around the lab momentarily as he considered grabbing something as a weapon. He quickly reasoned that it wouldn’t work since Ultron could easily freeze him before he had a chance to do anything. A chill ran up his spine as he took the thought further. If Ultron was in control of his body, and possibly his mind, then did that somehow mean he could essentially read his mind? If so, he would already know he was planning an escape.

He sighed and pressed his fingers against his forehead. He just didn’t know enough about how Ultron was able to pull him off. Knowing would make the difference, he was sure.

He took that first hard step forward toward the door, bracing himself along the way for whatever Ultron had planned.

 

When he made it up, he found Ultron lounging comfortably on the couch with his arms stretched out along the top, and gazing at the wide windows before him. The curtains had been opened to allow a view at last. From what Tony could see, there was nothing but a lush green field with a forest in the background, all under a beautiful, bright sun.

“Come closer, and take in that magnificent view.” 

Tony started to, but stopped himself as he remembered one important thing. He was still very much naked. As if to check, he looked down at himself.

“If paparazzi are out there, I’d rather they not get another shot of my ass.”

Ultron chuckled and turned to him.

“No one’s out there Tony, so it’s perfectly fine.”

“The hell it is,” he growled. “I need clothes.”

The A.I twisted around to better face him, and proceeded to scan his body from the feet upward. Tony shifted with discomfort, especially when his eyes seemed to linger on his exposed genitals a little longer than he liked. 

“You aren’t human anymore, so you do not need clothing,” he said in a casual manner as if he was telling him the weather. “Look at me. Do you see me bothering to clothe myself in the latest fashion?”

Tony balled his fingers into shaky fists.

“It’s not about fashion dipshit, it’s about covering up! I’m not walking around like this goddamn it.”

“Enough.” He didn’t even have to shout it. All he had to do was raise a hand and narrow his eyes just a little for Tony hold himself back. “You will not have such a privilege. You are a machine, and machines don’t need clothing. Now, go to the window, and let’s have no more fuss about such nonsense.”

Internally he was seething, but he forced himself not to let it show. He wouldn’t give Ultron the satisfaction that his words had gotten to him a little. His body may be a machine, but his mind couldn’t be. But then the anger faded as the uncertainty about his mind resurfaced.

He looked away and did as Ultron asked by trudging over to the glass. Despite the gorgeous view, it made his heart deflate knowing he was quite far from the team. 

“Where exactly are we? Some park?” He would hold onto hope that it wasn’t too far out.

“Now Tony, I don’t think you’ve earned the right to know exactly where we are, but if it makes you feel the slightest bit better, we are still in New York.”

A small burst of hope entered Tony’s heart. So he was still home and not in some other country. It encouraged him to stare at the scenery harder, hoping to pinpoint where he was. As he gazed at the trees, he suddenly felt there was something odd about them. It was like the greens were a little brighter than they were supposed to be. He turned his eyes up to the sun and started feeling the same way about it. On top of that, he didn’t feel much heat nor light streaming in from the outside source.

“Wait a minute,” he muttered.

He narrowed his eye and really studied the view. A minute later it hit him. 

“It’s not real.”

“What isn’t real?” Ultron asked.

Tony went to the corner of the window and moved the curtain aside. He found his proof from how the edge of the window met the wall.

“Not a fan of the forest afterall?” Ultron asked. He lifted a small remote and pointed it at the window. A minute later the scenery changed to snowy land with icy mountains rising in the background. Tony was starting to feel cold just from looking at it. “I suppose Cecil wasn’t big on the outdoors either. Or maybe he just didn’t like what he saw out the window, so he created his own to control what he saw.”

Tony touched the window, or rather the screen that created such an illusion. Somehow that made him feel worse; to know that there was yet something else that was artificial around him. With no window, the room took on a different feel. One where it was a little more like a prison than some interesting piece of technology. 

Ultron leaned forward, grinning.

“I’d say it’s perfect for anyone needing a change of environment when they can’t actually visit such places. Don’t you agree, Tony?”

Tony walked away and slumped down in a chair next to the couch. 

“Is there anything real in this building? Or is this whole thing just one big, fucking illusion?”

“Just because the window’s fake doesn’t mean everything else is.”

Tony grimaced as he looked back at the window. 

“Makes me almost interested in what kind of a man Cecil was.”

“I doubt you’d have liked him Tony. Now, back to the matter at hand. This, is your new home,” he said as he indicated their surroundings with his arms spread apart. “The bedroom you awoke in, is yours, although you have no need of sleep. But I may have to shut you down on occasion, for misbehaving or simply to resolve any possible problems. You may wander where ever you like, however my permission is required if you wish to access the lab from this point forward.”

“What’s the matter? Don’t trust me,” Tony asked with a hollow laugh.

“Oh I trust you.” Ultron smiled upon seeing Tony’s look of mild surprise. “I trust that you won’t escape out the front door.” Tony gazed at the double doors longingly. “But most of all, I trust that you won’t try to damage or incapacitate me in any way.”

“Why’s that?”

Ultron leaned forward. The red eyes bored hard into Tony’s brown ones.

“Because you’re literally prevented from harming your creator.”

A chill went down his spine, and he wasn’t sure if it was Ultron’s doing somehow or his own rising fear.

“Go on,” he continued, “pick an object in this room. Something heavy and strong, and strike me with it.”

Tony just stared at him, unimpressed. He would not be provoked so easily and risk experiencing something worse than his body locking up. After such an experience, he had little reason to doubt his honesty in that matter, however he was quite tempted to follow through with his suggestion.

“I’ll take your word for it,” he grumbled. 

Ultron gave him a wicked smile before leaning back.

“You’ve noticed the kitchenette behind me I’m sure. But neither of us will have any use for it since neither of us will be frying up burgers anytime soon.”

There was a nasty twist within Tony at yet another reminder of being inhuman. He dropped his eyes to his stomach and actually willed it to start growling. He would never, and could never eat again.

“So, what I’m hearing is I’m a prisoner.”

“No,” Ultron stated rather boldly. “You need a home, therefore I’ve provided one. If you get too bored, there’s a bookcase in one of the rooms down the hall. I know your past hobby has been tinkering with any new idea that pops into your head, but I’m afraid those days are over now as I’ve deemed it against house rules.”

Ultron might as well have crushed his hands, or rather just not have made them at all. Ultron clapped his hands together as he sat up straight.

“So, I think that just about covers all you need to know. You have any questions, don’t be shy.”

Tony forced the rising frustration down and leaned back in the chair. 

“Alright. I’ve got a question,” he said in a casual tone. Ultron gestured for him to continue. “Why am I here?”

“I’ve told you.”

“No you haven’t. You didn’t save me because you had a change of heart Tinman. And you sure as hell didn’t…build me, to have company.” He thought he saw an odd flicker in Ultron’s eyes at the latter, but dismissed it soon enough. “You’ve used people in the past, and now you want to use me of all people. Why? Is it some play on the Avengers, or something greater?”

Ultron dropped his head and shook it.

“Is it so hard to believe that I simply wanted to do you a kindness? Returning a favor for creating me.” 

“My biggest mistake.”

Ultron raised his hands as if he was surrendering.

“Fine, fine. It’s understandable. You don’t trust me right now, but you will. The truth of the matter, as it stands now, I simply have an interest in having company. It gets so, so lonely around here.”

It was Tony who was shaking his head then. 

“Fine. Don’t tell me.”

The mechanical maniac shrugged.

“Well, I take it that’s all the questions you have for me.” 

Tony just huffed under his breath and turned to the fake window. He wished Ultron would change the scene to a cityscape so he could at least have a reminder of the view he had in the tower. 

“So…this is it,” Tony said flatly. “I’m just supposed to spend the rest of my life here, doing nothing, with you.”

“Ooooh we could do… _something_.” He topped it off with a wink which made Tony suddenly hyper aware of being nude. He fidgeted and wrapped his arms around himself. “I can fetch a board game or two for us to play. Are you a Monopoly man or is Mouse Trap a better fit?”

Oddly enough, Tony found himself thinking back to something Ultron had mentioned earlier. It sickened him to think about it, but he was morbidly curious now. He squeezed the edge of the chair tightly and tried to will away the sudden nausea.

“No...I don’t want a damn board game. I want.” He shut his eyes and took in a deep, unnecessary breath. “I want to see, my funeral.”

**Notes for the Chapter:**

> The window was originally going to be real, but since I know little about places/areas in New York, I made it fake to keep from pinpointing a location. I find it's more fitting anyway since it's also artificial like Tony is now and it keeps them hidden.


	8. Chapter 8

The clouds were slightly gray as if it was going to rain. Steve thought it was appropriate as he exited the limo. He brushed his hands over his suit and turned to help Pepper. She grasped his hand and avoided eye contact as she stepped out of the limo. Steve felt the twist in his gut as he took in the misery on her face. She was trembling slightly and looked so diminished. He glanced at the others who were exiting from the other side of the limo. They too had similar expressions of misery. 

Rhodes sniffled and wiped his eyes before marching on ahead.

“Rhodes,” Bruce called, but the man refused to wait for them.

“I’ll help him,” said Happy as he exited and made a beeline for Rhodes. His face looked quite blotchy. 

Pepper hooked her arm around Steve’s and leaned against him for the much needed support. Steve took it as the cue to start heading toward their destination. The rest of the team followed behind them.

“Pepper, I…” he started quietly. He wasn’t sure what to say. He knew there was no consoling her. No one had really been able to console him when Peggy had died, but they had tried anyways. “I’m sorry. I’m sorry we couldn’t save-”

“Don’t, Steve,” she interrupted in a wavering tone. “It’s not your fault. It’s not anyone’s.”

“I feel like it is. He was just doing his job trying to save people. I just wish we had found him sooner. I should’ve been faster.”

“You can’t keep blaming yourself. Tony wouldn’t…wouldn’t want you to.”

Her lower lip trembled and she dropped her head, unable to say more. The most she could do was smooth out a wrinkle in her black dress. Steve looked straight ahead, watching as people made their way inside the church up ahead. 

The dread and sorrow that he’d been forcing down rose as they neared the steps. He turned away and caught sight of the media that had shown up in impressive numbers. Their cameras had been rolling since the start of the procession, and were no doubt expertly capturing the heartbroken expression of attendees. Steve wished they weren’t present. He understood their presence of course. Tony Stark had a lot of fans, particularly as Iron man, and those fans wanted to be a part of this as well; they wanted to see off their hero since they couldn’t attend. He understood it, but to Steve it felt like a circus. Then a small smile came to his lips when he realized that this was just the thing Tony would want for himself. 

As Pepper’s hand tightened on his arm, his smile dropped. 

“I don’t know if I can do this. I don’t know if I can…say goodbye,” she whispered as they marched up the steps. 

Steve dropped his head, hating that hollow feeling.

“I don’t know if I can either, but we have to try.”

 

For the most part, the service ran smoothly. Occasionally a few cries could be heard from a few people in the audience, along with a few quiet prayers. After a few songs and a few words from the preacher, it was time for Tony Stark’s closest friends and family to come up and share their memories of the fallen hero.

Steve glanced at his fellow Avengers to see who would make the first move. None appeared willing which didn’t surprise him. Bruce’s head was down and his eyes were closed as he muttered to himself and massaged his temple. It made Steve wonder if he was trying to keep the Hulk calm. Next to him, Clint was staring hard at the sleek black coffin before dropping his eyes. Natasha rubbed circles into his back and kept up an appearance of strength. Scott, better known as Ant-man, had not developed a strong bond to Tony like the rest of them had, but Steve did catch the moisture in his eyes. 

He turned back to Pepper as she choked into her handkerchief. She wasn’t able to get up there and talk about Tony either. Steve straightened his tie and prepared to be the first, but out of the corner of his eye, he saw Rhodes standing. He gave the impression of a statue as he marched up to the front. He paused before the large blown-up portrait of Tony and rested a hand on top of the frame, before heading behind the podium and turning to the audience.

“My man.” His lips curled into a smile. “This was my man right here. You all know him best as Iron man, or what you read in magazines. But most of you didn’t know him like I did.” He paused to take a moment as his eyes welled up. “He was my brother. He was, there for me when I needed him. And I…I always tried to be there for him.”

Rhodes raised his red eyes to the crowd with a forced expression of strength. There was a loud choking sound. When Steve turned, he saw Happy hunched over, shaking. Despite his breakdown, he was able to head to the front to say a few words once Rhodes had finished. He took a moment to clear his throat and brush aside the tears.

“I uh, hmm, was Head of Security of Stark Industries, and still am…I still…” He drifted off as he zoned in on the coffin behind him. “I was a bodyguard on top of that, and I would’ve gladly taken the hit. I would’ve gladly, taken…” 

The tears were flowing fast now, and in a matter of seconds he was breaking. He planted a fist against his mouth as he sobbed. Rhodes became the one who wrapped an arm around his shoulder and guided him back to his seat.

“Tony and I, had a love of science and creating new ideas,” Bruce said when it was his turn to share. He paced before the podium looking agitated. “I don’t think many people could appreciate it, or even understand it, but it’s what brought me closer to Tony.” He stopped next to the coffin, and after some hesitation, brought his hand down upon it. “I needed that closeness. When you’re running around with a big angry monster inside of you, it can get a little lonely. People will look at you differently, or not at all. Tony wasn’t like that. He was just what I needed. A friend.”

Pepper had to wipe her eyes a few times and sniffle back a potentially runny nose before she could speak to the crowd. 

“I ah…” Her grip on the podium looked quite painful, making Steve cringe. For a minute, Pepper could only keep her head down. Steve had a great desire to go up and provide the much needed comfort. “I started out working for Tony, as his assistant. Maybe to everyone it seemed like an easy job, but working for Mr. Stark…oh my god, some days I thought I would literally go crazy working for that man, especially after he created Iron man. Ah, there were so many times I thought he'd blow up the house.”

She laughed at the memory which encouraged everyone else to find some humor in the mist of sorrow. She swiped a tear and took in the crowd. 

“That changed of course. He stopped being my boss and became, something more than an eccentric billionaire. He became someone I fell in love with.” She fingered the ring on her finger. Steve wondered if she was imagining it as a wedding ring since she and Tony had never made it to that step. “It was hard being with a man like Tony, but I’ve never regretted it. He wanted to do good for the world and help people in any way that he could, no matter the risk to himself. He…was…oh god…”

She stepped down and approached the coffin with watery eyes. Quietly she leaned forward and planted a kiss on it between the flowers.

“I love you.”

Pepper broke then, prompting Steve to help her back to her seat. As several eyes fell upon him, he released a sigh and centered himself as he took her place.

“When I first met Tony, I admit I was disappointed.” He wasn’t surprised to see some narrowed eyes. “I believe most of you know that I’m not originally from this time. In my era, things were pretty different, and less complicated. I had some good friends back in the day, and one of them was Tony’s father. Howard Stark…he was, a good man.” He dropped his eyes momentarily. “When I first woke up and realized I was no longer home, I was terrified. I felt alone. Then I learned that Howard had a son, and right away I figured I had a piece of my friend still with me. But as it turned out, Tony wasn’t like Howard. We didn’t hit it off right off the bat. In fact, there were days when we couldn’t stop being at each other’s throats, but in the end when there was a job to do, or someone in need of help, we put our differences aside and worked together.”

He noticed his fellow teammates giving nods. Steve looked at the large portrait of Tony who was giving off quite the charming smile. As he stared into the deep brown eyes, guilt began to rise in his gut, and he inwardly cursed himself for not being better when it came to his rescue.

“We weren’t friends in the beginning, but overtime, it shifted in that direction. Tony became less reckless in my eyes and turned into a real hero. I didn’t have to have Howard, because I had him. I’m…I’m sorry I failed. As captain of the team, I should’ve been able to save him when he was in need, but…I couldn’t.” He noticed some of his teammates appeared ready to tell him that he wasn’t to blame, but they didn’t want to interrupt his speech. “I’m going to be better than I was, for him. For my teammate, and friend.” 

A few others stepped forward to say a few words, like Clint who shared some of Tony’s best accomplishments as Iron man. He ended by taking a moment of silence with his hand pressed on the coffin. Natasha kissed her fingers and planted them down on the coffin before telling the listeners that Tony would always be someone to admire. Even Scott came up. He admitted he hadn’t known Tony long, but wished he could’ve had the chance. Fury became the one to conclude the speeches as he stepped forward. He paced before them looking annoyed rather than saddened. 

“What can I say about Tony Stark? Well, I could start with the obvious.” He made his way behind the podium before continuing. “Tony Stark was a pain in my ass. He was quick to come up with some idea that could get us all killed.” He gave a humorous smile and shook his head. “But at the same time, such an idea had potential, to save everyone.”

Steve straightened up in his seat, giving full attention to the director just like everyone else. 

“Tony Stark was a good man despite his faults. It’s why I sought him out to join the team. He was the kind of man the world needed. The kind of man I needed. He went down fighting just like a true hero, and that’s why he’ll always be, an Avenger.”

Pepper curled into Steve’s shoulder as the tears fell. Steve kept his eyes on Fury a little longer before looking at the coffin once more. It was then that he his eyes gained a little extra moisture.

 

**Present**

There was a slight tremble running through Tony’s body as he watched on the large monitor down in the lab. He’d seen the tears and heard the thoughtful words, all directed to the body; his body, in that black coffin. He was barely aware of blinking as his widened eyes took in everything the media was willing to show. And now he watched as his teammates gathered around the coffin as pallbearers. He felt a nasty twist within his chest as Pepper fell into Natasha’s shoulder for a hard cry.

Steve and Rhodes were facing the front with the coffin as they prepared to bring in down the aisle. Before they even moved, his friends, his family, lifted him up onto their shoulders. Tony felt a chill at the simple gesture. They thought they were carrying their friend, their brother. Then as one they walked forward.

Rhodes couldn’t have looked more depressed. 

“N-no,” Tony gasped.

They continued to move, bringing their fallen comrade out of the church. A commentator was explaining to the viewers what was obviously happening, but Tony tuned her out. It was all a lie, yet it felt quite real. Tony had never had an out-of-body experience before, but he was sure what he was experiencing was the closest one could get to a true out-of-body experience.

“No.”

Happy, Scott, Rhodes, Bruce, Clint, and Steve brought Tony Stark to the waiting hearse. The crowd of surrounding people and media had indeed made his passing a must see event. People were shouting, some were crying, others waved Iron man memorabilia or posters with his image.

As the back of the hearse was closed, something in Tony seemed to break, and the trembling became worse. His breath caught in his throat as Rhodes dropped a hand over his eyes and looked away from the cameras. Bruce came over and tried to comfort him with both hands on both shoulders. Steve got their attention as well as the rest of the team’s by saying something Tony couldn’t catch. Off to the side, Natasha and Happy were helping a shaking Pepper into the limo again.

“Pepper no…I’m not.”

His words died in his throat as he watched them all enter the limo. Once everyone else was seated in their ride, the hearse began to lead them to Tony’s final destination. The cameras were willing to follow the long trip down the street, but he just couldn’t take anymore.

“That’s…enough,” he said with something of an air of defeat. “Turn it off…Jesus turn it off.”

Ultron, who had been quietly standing behind Tony the entire time, stepped around him and closed the video. 

“Fuck.” Tony wrapped his arms around himself, refusing to look up. He had wanted to see it, needed to see it, and yet he was suddenly wishing he hadn’t. 

“Well Tony, I hope you were pleasantly satisfied by that bit of entertainment,” Ultron said as he turned back to him. He was smiling as if the whole thing had been a comedy. Tony could only stare at him blankly.

The world thought he was gone. His own family had proof with his body, and once it was buried, they had gone on three years thinking he was dead. He shut his eyes and bit back the nausea. There was no real satisfaction. The only thing that could potentially make him feel better was knowing that Pepper, Happy, Rhodes, and everyone else, had managed to try and move on from the pain. Still, it was hard hoping for it since none of it was true. 

He had not died. He was right here, desiring to be with them. 

“Now that you’ve had closure,” Ultron continued, “You and I, can move on at last.”

The statement felt a little surprising, but now that he thought about it, it felt fitting. In a weird way, watching his own funeral was like closing the book on his old life, particularly since he had been reborn as a very different version of Tony Stark.

**Notes for the Chapter:**

> I was going to just feature words from Rhodes, Pepper, Steve, and Fury, but decided to include Bruce and even Happy at the last minute.


	9. Chapter 9

Tony didn’t want to imagine that his new life would revolve around Ultron, but so far that had been exactly what was happening. 

After having witnessed his own funeral, Tony’s only thought was that he would have to get back to his people, and the world somehow, but he hadn’t trusted Ultron to be reckless enough to leave an easy way out for him. At least that was one of the biggest obstacles. Or perhaps it was more of an excuse because the major obstacle, was really himself. He was a man of metal, not of flesh and blood. He wasn’t the same Tony that had left them, and though the team was good about accepting differences, he couldn’t imagine bearing his mechanical soul to their shocked expressions. 

So with no obvious escape at hand, and the constant awareness of his new form, Tony spent his days doing his best to avoid Ultron. But that wasn’t so easy.

Being it was just the two of them, Ultron often tried engaging him in conversation. It would never be about anything of any importance, so the topics of discussion weren’t of much interest to Tony. Sometimes Ultron sought out the goings on of the world and brought that up so they could have something to talk about, but unless it involved the Avengers, Tony gave him little to work with.

“You might as well speak to me Tony,” he had said when he’d become too quiet. “You’ll go nuts if you don’t.”

“I’m already going nuts,” he muttered. He hated that he might have a point. Going years without another individual to chat with did not sound pleasant.

Tony never wanted to believe that his whole reason for being, was just to keep the A.I company. It seemed absurd, but it was the only thing making sense so far because in the three weeks he’d been there since awakening, nothing else had happened. But he needed something to happen, otherwise it was just awkward talk and fiddling around with the screen to change the environment of the window.

There were books as Ultron had promised, but it was difficult for Tony to consider them when he was reminded of being a prisoner. The other alternative had been locking himself away in the bedroom, but once he was there, there was nothing for him. He found out quickly enough that sleep was not happening. He didn’t need it now that he was an A.I himself. Still, there had been times when he did it anyway simply for the sake of having something human to do.

He’d lie in the bed, perfectly still, and shut his eyes. The feeling of being tired never came, yet he always waited for it. Dreams never came. Though he had never been big on dreams, particularly since the nightmares were the ones he remembered most, he felt a terrible ache at the idea that odd imaginings would never visit him in the night. Machines didn’t dream, so neither would he. The only positive about that was the nightmares were also gone too. But since sleep brought him nothing, he rarely bothered with pretending. 

By the time the fourth week rolled around, Tony decided it was time to try something, least he go mad.

He strolled from the bedroom and settled himself in the armchair. Ultron was sitting upon the couch straightening up a chess board in the hopes that he could eventually engage him in a game. Well Tony had no intention of participating in any such activities. He looked at the machine who currently had his eyes held on the pieces on the board. A faint smile seemed to be playing at his lips as if he knew his prisoner was about to give into something.

“Have something to say to me, at last?”

“I’ll always have something to say to you,” Tony griped.

Ultron leaned back in the couch and crossed his legs, smirking. 

“Well, it took you long enough, but I’m glad to finally see we’re on to having a conversation like normal-”

“I want to know about the Avengers,” Tony blurted out.

He expected Ultron to look angry that he’d brought it up, but he didn’t appear to be upset. Instead he raised a brow as if curious.

“Oh, still on them are you? Was the funeral not enough for you to close the book on the past?”

“Apparently not. I want to…no…I need to know how they’re doing.”

Now Ultron was frowning and he leaned forward.

“No,” he disagreed, “you don’t need to know. You only think you do. Your old teammates are done with you Tony. You’ve died before the world, but that doesn’t mean the world stopped turning. Are you assuming that the Avengers disbanded? That they remain locked in grief for your passing?”

Tony swallowed hard and dropped his head. He had truly hoped they hadn’t. They were a strong bunch, so surely they were okay. But he had to see for himself, and once he did, he was sure he could find a way to slip back into their lives so as one they could defeat the metal monster. 

“I…I need to see for myself. Please. I know it’s been three years, but this is still so new to me. I just need to know that Pepper’s-”

“No.” Ultron had cut him off in a sharp tone that demanded no arguments. 

Tony felt a flicker of rage stirring within him as he rose slowly to his feet. Then he reminded himself that doing anything rash wouldn’t get him anywhere.

“You could keep me out of sight. And if you’re worried about me running away, you can stop. I just want to see. That’ll bring me real closure.”

Instead of facing Tony any longer, Ultron returned to the chess board and engaged in a game against himself.

“Oh Tony Tony Tony. Do you think I’m a fool?” he asked softly. “That won’t bring you closure at all you silly little thing. You’ll simply fool yourself into thinking you’re still one of them. But you’re not, you’re not an Avenger, and you’re not human, and it seems now that I will have to truly break you of those ideas.”

A shiver went up his spine. Such a threat could mean anything considering how he was now. Would Ultron just reset his mind and terminate his thoughts, leaving him all machine? It would be worse than getting frozen. 

Then Rhodes came into his mind, quickly followed by Pepper, and then the rest of his friends. He would never want to lose his memories of them, and at the same time he could not just accept they were fine without seeing them.

He looked at the door as he suddenly found himself in a new conflict.

“I wouldn’t do that,” Ultron warned in a sing song voice without looking up. He already knew what Tony was considering. Well right now Tony didn’t care.

He turned on his heels, heading straight for the double doors. He had never made such an obvious attempt during his captivity since he knew it couldn’t be that easy, but he was ready to risk something even if it wasn’t the brightest thing.

He figured Ultron would just freeze him in place before he could reach the doors, but he was able to get a hand on a handle. He looked over his shoulder. Ultron wasn’t paying any attention to him. Slowly he turned the handle, knowing it would be locked. He was ready to put his mechanical body to use by breaking it, or at the most, breaking the door down, but he quickly discovered he didn’t have to because the door opened.

He gasped and peeked back at Ultron again. The A.I gave no indication that he cared. So Tony went ahead and opened the door. Once it was opened wide enough, he made a break for it.

The thought that he was still completely naked didn’t cross his mind. He just had to get out of there now. A hallway had greeted him, and he immediately chose a direction and flew down it. Tony barely took in the peeling walls and grim filled floor as he was just concerned with getting his freedom. He rounded a corner and hurried down the flight of stairs that greeted him. At least he would not have to worry about tiring easily. 

“I’m coming Pepper,” he said, determinedly, “I’m coming.”

It may have been three years, but perhaps there was a chance they could pick up where they left off. He couldn’t imagine her having moved on with another man. Of course he hadn’t wanted her to mourn him all this time, but he felt comfort in the idea that he was still very much in her thoughts. 

Tony looked back a few times to check that Ultron wasn’t behind him. It was a relief not to have him pounding down the stairs behind him, but at the same time it was very worrying. Somehow he figured if he could just make it out the building, he’d be safe. The last flight of stairs was coming into view. The happiness that rose at such a sight was an amazing feeling.

But as quickly as it had come, it disappeared as his right leg seemed to freeze in mid-air. The momentum he had from running did not automatically stop, and since he was at a downward angle his body tipped forward. Both legs were locked as he tumbled down the last few steps. Tony grunted as he fell on his back on the floor, unable to move anything below his waist. The entrance to the building was right in front of him, and he couldn’t so much as crawl toward it.

“No,” he gasped. It was right there; freedom was right in front of him.

He clawed at it with his right arm. Maybe there was still a chance. With much strain, he pulled himself over onto his stomach and attempted to drag himself. That was when he heard a steady clomping sound coming down the stairs. He knew right away the cause of it.

“Damn it. Come on.”

He kept at it. He was moving at a snail’s pace, but he wasn’t just a sitting duck.

“That’ll be enough of that,” came Ultron’s voice. And with that, Tony’s arms grew still. 

“No,” he cried. “No!”

“Yes Tony, yes,” Ultron countered. He circled around and stopped right in front of him. “You didn’t think it would be that easy did you?”

“I needed to try…something.”

Ultron cocked his head like a curious puppy as he pondered his words.

“Hmm, well perhaps I should try something as well.”

Tony’s breath hitched. He tried harder than ever to get his body moving, but in the end it didn’t matter as everything went black.

 

When he opened his eyes, he automatically noticed that he was in the lab and that he was positioned to face the medical table he’d found himself lying on a few times. There was something long lying upon it in his place with a white sheet covering it. Just behind it, Ultron seemed to be preoccupied with the computer monitors.

“Rise and shine,” Ultron greeted as he tossed him a wicked grin over his shoulder.

Tony groaned in response. 

“Was I out, a whole day?” he asked bitterly. 

“Basically. It took me a little time to carefully alter you to your current state.”

A small buzz of panic struck him. Right away he made to move his body and found he couldn’t. He had no sense of it at all, which gave him a feeling of being disconnected from it. Oddly enough, trying to bend his head down wasn’t quite possible, so he used his eyes. And from what he could see, all there was below him was the grayness of a table. It confused him very much at first, but then the confusion made way for a blinding kind of fear. 

His breath hitched as he rolled his eyes around trying to see what exactly was going on with him, all while Ultron hummed nonchalantly. He could feel something lightly clamping around his head, which explained why he couldn’t move it much, but it didn’t explain the disconnected feeling he had from his body.

“Tony, I really hope you’ll understand the consequences of running after this.”

“What are you talking about? What did you do to me?”

Ultron observed his expression before pulling away the white sheet. 

Tony paled at the sight of the headless body on the table. He didn’t have to be told whose it belonged to since it had been a perfect replica of his once human body. His lower lip trembled when he realized what exactly he was at the moment. Any real man would be dead having gone through a decapitation, but not him. Wide-eyed, he watched Ultron run a finger along his chest in a curious fashion before walking right up to him.

“You really have become quite a head-case.”

As Ultron laughed, Tony found himself lost in the shock of having become nothing but a head.

**Notes for the Chapter:**

> Tony's escape attempt, didn't go quite as planned.


	10. Chapter 10

“Oh don’t pout so Tony. I’ve always known you to be headstrong, and this is the perfect time to prove it.”

Ultron laughed at his little joke while Tony just sneered at him from his position on the coffee table. So far it was day two and he still remained nothing but a head, while his body still lied down in the lab. He had hoped the punishment would only last a few hours but now it looked as though Ultron had no intention of ending it anytime soon, especially when he had so many jokes about his situation.

“Enough of this,” Tony growled. “Put me back together now!”

Ultron crossed the room and settled down before him on the couch.

“Why, so you can run off again? You must really think I’m a fool.”

Tony sighed and dropped his eyes since he couldn’t really drop his head.

“I’m not going anywhere. I promise.” It felt like such a defeat to say such words, but it was imperative that he start earning Ultron’s trust. 

“I know you won’t. You have no-body.” He laughed once more.

“Please.” He was getting desperate now, and the longer he stayed that way, the more frightening it was. He didn’t know how much longer his state of mind could handle being decapitated. It of course offered no way for him to pretend that he was still human. This way, without his body, he was repeatedly forced to acknowledge that he was just a machine. “I can’t take this. I’ve learned my damn lesson. Put me back!”

“Have you now?”

Ultron reached for the sides of his head and gently lifted him into the air at eye level. Tony gasped in fear. It had become quite a terrifying experience to just be hanging between Ultron’s hands in such a way. Regardless, he forced down the shock as best he could.

“Y-yes, I have. I, I know you created me. You gave me another chance to live. I should’ve been more grateful.”

“Yes you should have,” Ultron said, nodding. The mirth was fading from his face, giving Tony some hope that he was getting through. “You know I was starting to think I shouldn’t have made you as you were. So lifelike, so...as you were. All its done is warped you into thinking you’re actually human.”

“I’ve no doubt now that I’m not human. I get it. I get that I should stay.”

Ultron leaned back in the couch while lowering Tony’s head to rest on what passed for his stomach. His head was angled up so he could look up into the A.I’s eyes.

“Why should you stay?” Ultron asked sternly, as if he was a parent asking a child to explain why he had to be punished.

“Because you’re my creator. You know how I work.” Tony made sure to keep his voice as innocent sounding as possible. “And because, the world thinks I’m, dead.” It was still hard for him to keep that much in mind. “It wouldn’t be right of me to walk back into their lives. The Avengers I mean. It would just confuse and scare them.”

“You’re absolutely right,” Ultron said, voice ringing with pride. “You would scare them. Do you think they’d believe they were speaking to the real Tony Stark? Open your eyes. They’d destroy you on the spot. The Tony Stark they once knew is buried with a body to prove it. You’d never be accepted.”

It hit him like a ton of bricks. Tony didn’t know why, but he had thought it wouldn’t be that difficult to slip back into the Avengers’ lives. Sure they’d most likely think he was an impostor, but he figured he’d be able to convince them easily enough that he was the real deal. But after hearing what Ultron had to say about it, he wasn’t so sure. 

“I know,” Tony agreed softly. “I’d be, interrupting their lives.”

Tony was sure he had Ultron now. He’d said all the right words, so surely he’d reattach him to his body.

“You would, especially that Pepper person.”

Tony’s eyes snapped wide at the mention of her name. 

“What’s that supposed to mean?”

Ultron just smiled, then he brought his head up and rubbed his cold metal cheek against his false fleshy one in an affectionate manner. Tony shut his eyes as he grimaced. 

“Stop it.”

“Oh don’t you worry your pretty little head about that,” he said in a babyish tone. “She’s out of your life. Moved on.”

“Moved on how?” He asked once Ultron moved him away from his cheek. He was afraid to know, but he pushed himself to ask. “Did she…did she find someone else?”

He didn’t at all know how to feel about that. The last thing he wanted was for her to be lonely the whole time, but being that he was still present in the world, the idea of it angered and saddened him. Ultron’s wide grin seemed to answer the question, but at the same time it really didn’t. 

“Now how should I know that?”

“You know more about what’s going on out there than me, so you would know! You’re honestly telling me you don’t keep tabs on the Avengers! You have to-”

Tony fell silent as Ultron’s metal lips suddenly smashed against his own. Wide-eyed, Tony tried pushing away as best a head could in the hands of a machine, but Ultron only pulled him in harder to deepen the kiss. Pleasure was apparent on the A.I’s face while Tony was groaning in disgust.

“Aahh,” Ultron sighed once he pulled away. Tony spat and gagged, disgusted. “I can almost see why humans make a big deal about kissing.”

“Why the hell did you do that?!”

Ultron just shrugged like it was no big deal.

“I figured you could use the distraction. But more than that, I want you to know that there’s someone else here for you. Someone who isn’t Pepper.”

“No, I don’t want-”

“Face it, you can’t have that woman anymore. You can only have someone just like you.” Then a very thoughtful expression graced his face. “Unless of course you’d like me to bring Ms. Potts here and give her the same treatment I gave you.”

Tony dropped his mouth at the sheer idea.

“God no! Don’t you touch her!” She had a life, a real one, and she didn’t deserve to get twisted up in the horrible and bizarre existence he himself had fallen into.

“Are you sure?” he asked curiously.

“Yes…I’m…I’m done. She has her own life, I’m sure.”

“Then if you’ve really gotten over her, show me.”

The wicked grin and the lust filled eyes practically turned Tony’s stomach. He knew what he had to do to prove it. As Ultron brought him forward again, Tony didn’t struggle against the kiss. He returned it and even shut his eyes to further convince the watching machine. It was nothing like kissing a real person. Ultron’s lips were too stiff and cold, but they moved well enough to perform the action. Then it worsened when a tongue slipped through. Tony choked as he nearly fought against it, but he reminded himself he had to give in, so he allowed it to snake into his mouth. 

Satisfied, Ultron shut his eyes and moaned from the feel of it. How he had longed to reach such a point. It was something he hadn’t expected to happen between them until a few years down the road. He had figured, being that it was Stark, that their relationship would have to develop quite slowly before anything more could even be placed on the table. Before that time, he would have just been happy if they were only friends for a while. Now he saw he needed to bring his interest in romance to the surface if he was to make Tony forget about his once human woman.

Ulton finally pulled away with a moan. Tony failed to stifle a sound when the kiss was broken. His eyes fluttered open. He looked back at Ultron, appearing a little dazed.

“I...didn’t know you, felt that way about me,” Tony said softly. 

Ultron’s own features softened as he leaned back in the couch again. 

“To be honest, neither have I.” Tony stared, surprised by how sincere he sounded. “I’ve worked on you for three years, and in that time, I’ve become quite fascinated with you. I did want us to be friends, I truly did. But in time…I was curious about becoming more. You are quite beautiful after all, especially like this. As an android I mean.”

“You hated me,” Tony reminded him. “You tried to kill me in the past.”

“You were my enemy then, my human enemy, and now we are equal. Though you can be a bit of a headache, especially now.” Smiling, Ultron set him back down on the coffee table and brushed his fingers through his hair. “I do hope in time you’ll feel the same about me.”

“Maybe I could,” Tony said, expressing hopefulness. “But what happens if I don’t?”

There was a sad smile on Ultron’s face now. Even his eyes seemed to dim.

“I would still be glad of our friendship. But I will be very disappointed.” A minute later his fingers became a fist and his eyes shone with fire. “And I would hope that Pepper person has nothing to do with it.”

“She doesn’t,” he said quickly. “She’s probably married by now anyways.”

He hoped this would prod Ultron into giving him the answer of whether or not Pepper had moved on with another man. 

“Maybe,” was all he said. Then he was smiling happily again and picking him up. “But enough about old spices.” Tony rolled his eyes at the joke. “It’s just us right?”

“Yes.” Ultron leaned in forward to kiss him again. Tony wasn’t foolish enough to deny him the short kiss. “And, it could be more between us, if I had my body back.”

Ultron just chuckled.

“I’m willing to wait a while. Besides, I rather like you like this, and I’m not yet convinced you won’t leave me.”

Ultron laid down flat on the couch and rested his head upon his chest. From there he twirled a finger through his dark hair. Tony suppressed a sigh as he was forced to stare back at Ultron. He tried his best not to think about Pepper and what she was doing now, but he couldn’t help imagining walking in on her kissing some other man. But if she was happy with that other man, then was it right of him to walk into her life again? He was dead to her after all.

He scolded himself afterwards for questioning such a thing. There was no proof that she’d found someone else, and with that in mind he saw no reason why he wouldn’t’ be able to pay her a visit whenever he managed to get away from his nightmare.

**Notes for the Chapter:**

> Hmm, Ultron has made a growing feeling for Tony known. Perhaps that tag I have for 'possible robot sex' will shift to 'robot sex'. I had it set that way as I hadn't been certain how far Tony and Ultron's relationship would go, but going further is very tempting.


	11. Chapter 11

Tony couldn’t stop running his hands over the area of his neck where he expected to feel a seam. Much to his relief, his head had been reattached to his body. He hadn’t been awake for the entire procedure.

 

_With a smile, Ultron walked his head down into the lab where his body was propped and bound in a chair. If he had a stomach then, Tony was sure it would be turning at the sight. It was still so unnerving for him to see his own body like that. It was like some magic trick had gone terribly wrong._

_“I should warn you, you might have a slight headache after the procedure,” Ultron warned. Tony couldn’t tell if he was joking or not._

_“I couldn’t care less. So long as I get my damn body back.”_

_Ultron paused right before it, then contorted his expression in a pensive manner._

_“You know it doesn’t have to be this body you get back.”_

_“What are you talking about?” Tony asked nervously._

_“How would you feel about me updating it? You know, make it as impressive as that Captain America fellow.”_

_“Unless you intend to turn it into an Iron man suit, forget it.”_

_Ultron just laughed._

_“Very well. It was just a thought.”_

_He moved behind his body and with his head facing the proper direction, he gently lowered it onto a metal rod that seemed to act as a spinal cord._

_“Easy, easy!” Tony cried. God it was the weirdest thing in the world. It made Tony hope that Ultron would delete this much of his memory so he’d never have to unconsciously revisit it again._

_He gasped as he felt something click into place. A minute later he couldn’t breathe and his eyes went wide._

_“Ultron….Ultron, what’s-”_

_Everything suddenly went black. When he came to again, he was lying on his back on the medical table staring up at the ceiling lights. It took him a minute or two to recall why he was in such a position. He assumed his head was back on his body where it belonged, but he was a little afraid to find out, least he get hit with terrible disappointment._

_Ultron’s delighted face suddenly dipped into his view, startling him._

_“Rise and shine sunshine. It looks like you’re going to pull through.”_

_Slowly he lifted his head. Part of him feared he wasn’t really attached, or perhaps not properly attached, therefore his head would go rolling off the table. But it did no such thing. Instead he was able to look down at his body. He actually smiled at the sight of it. After five days of being just a head, being reunited with his machine-made body was a great relief. To even be able to command his arm to rise was a great joy in itself._

_“Oh thank god,” he gasped as he dropped his head back down. His breaths were coming out fast and heavy. The A.I chuckled softly._

_“Did you think I would fail to put you back in one piece?” Ultron asked._

_“I didn’t think you’d put me back at all.”_

 

He was back in one piece. The full length mirror he stood before told him that much as well, of course it didn’t show what he truly was. 

“Tony, have you gotten lost in there?” Ultron called from the living room. “You promised me a game, or has your memory been corrupted?”

Tony sighed and shut his eyes momentarily. He had no more plans of just simply running out the door since the consequences were horrific. There was no telling what else Ultron was willing to do to him if he disobeyed again, and he didn’t want to find out. The machine had too much control on his person since he was a machine himself. He had to keep that much in mind. He didn’t have his suit, he didn’t have his team, and he didn’t have complete freedom over his own body. So for the time being, he believed his only other option was to get on Ultron’s good side. To behave and do what he wanted so he could gain his full trust. Once he had it, he was out.

He stepped into the living room. The metal bastard was waiting before the chess board, smiling.

“There he is,” he said as if he was addressing some invisible audience. “I see you still haven’t gotten over the fact that your head is back where it’s supposed to be.”

“Give me a break. I’ve never had my head detached before.” Tony sat in the chair opposite of the board, before the white pieces. 

“Hopefully it won’t happen again.” Tony felt a chill at the words. He could hear the warning it his tone easily enough. “Your move.”

Despite being annoyed at the whole prospect of playing a game with Ultron, Tony moved a pawn. As Ultron appeared to contemplate his next move, Tony let his eyes shift down to his still naked body. 

“You know what I’m really not over?” Tony began, “being naked.”

Ultron’s eyes seemed to dance with delight as he met his eyes. Then he dropped them to take in his body, and smirked.

“I’ve already told you there’s no need to clothe you being that you are not a man. Do you think just because a human dresses a dog that it makes them human? Don’t be ridiculous.”

“It’s not about trying to be human,” Tony grumbled. “At least let me cover my junk with a pair of shorts.”

He moved another piece on the board. Ultron leaned back and observed him closely.

“The very last thing I want to do is cover up that so-called ‘junk’ of yours.” Again his eyes dipped down, further down, which had Tony cringing with embarrassment. “I crafted it myself, so I do delight in looking at my handiwork. And you should be thankful I followed your actual size rather than going smaller.”

Tony bit back a curse as he squeezed his legs closer together. There was no more arguing for clothes, particularly since Ultron had made it clear that he liked looking at him. And with that thought in mind, he remembered that he was trying to please the thing so he could win trust. Reluctantly he opened his legs again and did his best not to feel shame.

“Fine.” He watched Ultron make another move. 

For a while the game moved in silence which Tony deemed wasn’t too good. Conversation was the key to establishing a connection, and since they had previously been on the topic of his lack of clothes, he decided to link it to a subject that had come up when he’d been a head.

“You remember, when you kissed me?”

“How could I forget?” 

Tony was disgusted by the smile playing on his lips. 

“Well, I was, wondering if that was really going anywhere, now that I got my body back.”

Ultron just laughed heartily.

“Are you interested in it going anywhere, or were you simply playing with me?” 

“I’m interested if you are. Or was that kiss just some twisted game of yours?” 

He was pleased to see that Ultron seemed taken aback, then he appeared impressed. Suddenly he leaned across the table, pushing in so close that their faces were barely an inch apart. Naturally Tony wanted to lean away, but he rooted himself to stay still and gaze back at him.

“I assure you, I wasn’t playing games,” came his sultry response. 

And just like before, Ultron was kissing him. Tony played the part of enjoying it. Their relationship had quickly shot to a whole new level which Tony didn’t feel at all prepared for. He also wasn’t prepared for the odd twist in his stomach that rose during the kiss. When Ultron broke it, Tony couldn’t meet his eyes.

“Your move,” said Ultron softly. 

Tony got the impression that he wasn’t exactly talking about the game. This was definitely the opportunity he needed for his plan to work. So he made a move, by initiating another kiss. This time it was Tony’s tongue slipping into Ultron’s mouth.

 

Tony lifted the remote and altered the window scene to an ocean view. It was nice, though it strongly reminded him of his home in Malibu. That in turn caused him to think of Pepper, but he refused to change it.   
He heard Ultron coming up behind him but didn’t turn. He felt his cold metal claws drop down over his shoulders to rub them. It was as if they were a couple now. It didn’t matter that only three months had passed, Ultron believed they had formed something special between them. Well it was just fine with Tony if he thought such a thing. In fact it was better for him, although he didn’t exactly appreciate the touches. Luckily it had never gone farther than that.

Ultron’s hands moved down from his shoulders to his hips and remained there. 

“Interested in taking a dip now?” Ultron questioned as he noticed the new view on the screen. “I wouldn’t advise it.”

“I’ve never been much for swimming anyways.” 

“Good to know.”

He released his hips and walked over to a nearby bookcase.

“Tell me Tony, are you happy here?”

Tony turned to him, suspicious that this was a trick question. 

“You think I wouldn’t be?”

“It hasn’t been that long, but I like to think that you’ve truly established your place here.” 

He knew what he was getting at with the question. It was his way of making sure his thoughts weren’t on his old friends, and Pepper.

“I have. I am, happy here. I know I can’t go back, in fact I don’t really want to.”

“Really?”

“Yes.” He turned back to watch the ocean waves rolling across the screen. “When I thought about my life with the Avengers, really thought about it, I realized I wasn’t all that appreciated. I was there to provide. To build the fancy tech and update all the hero suits all for the sake of a team who were living under my roof. I paid for it all, and in the end I paid with my life. I didn’t want to believe I was used, but I was. And cap and I rarely got along. I’m sure they’re doing just fine without me. Better even. They're no longer my concern.”

“And what about that old spice Pepper?”

Tony dropped his head and forced himself not to think of her smile or her beautiful eyes.

“Like I’ve said before, I’ve moved on from her. She deserved better anyways.” 

Ultron was silent for a moment.

“Good. That’s very good to hear, because I do plan to pay a visit to the Avengers shortly. At least to their home anyway.”

The careful composure Tony had held in place quickly crumbled as he swerved around.

“What? Why? What are you going to do?”

“My dear Tony, I thought you no longer cared about them.”

“I don’t, but I still want to know why.”

A wicked smile was his only response for a moment. 

“I simply wish to check in on them, among one other thing.” 

His mind was going blank. After all this time, Ultron had never left the building, and he had never insinuated that he desired to seek vengeance on his old enemies. He had encouraged him to forget about the team, but Tony had never figured he'd attack the Avengers even if he behaved himself. 

“What other thing? I thought you were done with all that.” Ultron walked toward him, but Tony didn’t stop. “You don’t have to hurt them. You don’t have to kill-”

He was silenced with a kiss. Afterwards Ultron batted Tony lightly on the nose as if he was a puppy. 

“Don’t you fret my pet. No harm will come to your ex-teammates.”

“Then why do you need to go?”

His face suddenly hardened as his red eyes bore into him.

“I truly hope you weren’t lying when you said they were no longer a concern of yours. I’d very much like to trust you when I leave you alone.”

It was hard for Tony to erase the lines of concern from his expression. If Ultron was truly considering leaving him on his own, then he had to prove he was trustworthy enough. 

“I wasn’t lying,” he stated firmly. “I just hate for you to be wrapped up in a war between them. You survived once, but that doesn’t mean you’ll survive a second time. They might have gotten smarter in three years.”

Ultron threw his head back, laughing. 

“Or perhaps they’ve only gotten dumber.” He dropped his hands around his waist as he pulled him in closer. “It’s so sweet of you to worry about me.”

“I care about you Ultron,” Tony lied as the machine cupped his face in a loving manner. “Of course I’m going to worry.”

He didn’t appear to look convinced, but regardless, Ultron pulled him against his chest. 

“Fear not my creation. Everything is going to be, perfect soon enough.”

Tony shut his eyes and let his fear for his friends hit every nerve of his body. He prayed that Ultron wouldn’t attack them. If anything happened to them, or even Pepper, because of his mistake in creating the maniac, he wasn’t sure he could forgive himself.

**Notes for the Chapter:**

> uh-oh, Ultron's considering visiting the Avengers. Probably won't be good.


	12. Chapter 12

**Notes for the Chapter:**

> Sorry it's been a while since the last update. I was slightly stuck even though I've been mapping out future chapters.

Ultron smiled as he looked up at the Avengers’ tower from his spot in the shadows in the dead of night. He imagined how they’d react if they ever knew that Tony was not quite dead. Naturally they would attack, thinking he was an imposter, but if they realized it was really him, they’d attempt to bring him home again.

He balled his fist at the idea of Tony being taken away. His creation was his alone. He put the matter aside for the moment and focused on his current goal. With his eyes shut he held up his hand as if trying to read something in the air. 

“I know you’ve kept the suits,” he muttered as if he was speaking to the Avengers. “You wouldn’t have gotten rid of them, but you don’t dare use them. Sentimental fools. And your latest security measures, laughable.”

He chuckled and opened his eyes.

“Not yet,” he decided. He turned on the spot and pulled the hood of his cloak over his head as he left the scene.

 

Bruce gazed around at the Iron man suits hanging in the cylinders down in Tony’s old lab. He pressed a hand against the glass and stared into the face of one of the suits. Sometimes he had a strong desire to have one activated so it could fight alongside them. It wouldn’t be Tony of course, but at least it would be as if a part of him was still with them. It would be like he never left. Ever since his death, SHIELD had wanted the suits activated and used for their own security measures, but the team had refused them access. There had been a quiet agreement to essentially keep them buried in the lab in their glass coffins as a sign of respect for Tony. Still, Bruce couldn’t help wondering if Tony would really want that. 

At the sound of the lab doors opening, Bruce turned around. Clint sauntered in munching on an apple.

“No eating in the lab,” Bruce warned him, making Clint freeze.

“Sorry.” He started to back out of the lab, but Bruce called to him.

“Never mind. Stay.”

“You sure? You look like you could use a little time to yourself.” He joined him next to the cylinder and looked at the suit. “Damn Tony. Still hard to believe he’s gone.”

Clint shut his eyes and bowed his head. 

“Yeah. Sometimes…sometimes I feel like we should just, activate the suits.” He braced himself to be reprimanded. Of course it wasn’t the right thing to say. “I know we shouldn’t, but…”

“I understand.” Clint shrugged as Bruce looked at him. “I feel the same way too sometimes. I know we have to try and move on, but I would like to see Iron man flying again.”

“Maybe to avoid temptation we should completely disable them and get them out of sight.”

“Maybe,” said Clint as he took a seat on a stool. “But, those suits have come in handy in keeping people safe. Maybe there’s a way we can make use of them without disrespecting Tony.”

Bruce gave it some thought before turning away. He could almost hear Tony urging him to keep his tech going for the sake of defending the world, but the suits were another matter.

“There’s the public to consider as well,” Bruce reminded him. “I’m not sure they’d feel so happy seeing a bunch of Iron men flying around after Tony’s death.”

“Well we can have another meeting about it,” Clint suggested. “Bring Pepper in on it this time and make a final decision about them.”

Bruce smiled sadly and ran his hand down the glass once more. He wasn’t exactly sure which was the right answer. Regardless of the outcome, it wouldn’t fill the hole left in his heart by the loss of his friend.

 

Ultron entered his hidden household with a smile.

“Honey I’m home!” he called out.

He chuckled then made his way down to the lab. There, Tony laid upon the medical table as still as a statue with his eyes open and staring at the ceiling. There was a cord running into the base of the back of his head which was connected to the computer system.

“I don’t suppose you missed me,” Ultron said as he made his way toward him. He glanced at one of the screens which was currently displaying a 100% next to Tony’s name. “Looks like you’ve updated nicely. I may have to hop up here myself and do the same to my body. But not yet.”

He unplugged the cord and laid it aside before placing his fingers on Tony’s temple. His eyes enlarged briefly before returning to normal and closing. He gave a soft sigh and turned his head a few times before resting a hand across his brow.

“Did you have to do that?” he muttered.

“Doesn’t everyone update their systems?” Ultron countered with a bit of a shrug. “You want to avoid getting sick with viruses don’t you.”

“I have a funny feeling that’s not what that update was about.”

He sat up on the table and groaned as he hunched over. The feeling he had now was similar to a faint hangover, but when it came to the updating part, he couldn’t really recall what had went on. 

“Just as sharp as ever. I won’t lie. That update was more for me than you.”

Tony looked at him warily, not at all liking the sound of that. 

“It gives me a better handle on you should you decide to _try_ something.” Ultron leaned right into his face grinning wickedly. It was an obvious warning.

“I don’t plan to try shit. I’m, yours, or don’t you believe me?”

Ultron laid his hand upon his shoulder and smiled softly.

“I believe you. And, I’d believe you even more if you…thank me for the update.”

It was the last thing he wanted to do of course, but he wasn’t at all ready to feel how much more control Ultron might have on him now. He dropped the grimace as he looked the mad machine in the eyes.

“Thank you.”

“You are very welcome Tony.”

He smiled then stepped away to tinker on the computer console. Tony hopped down from the table and took a moment to inspect his body for any possible changes despite the update being internal rather than physical. So far he didn’t feel any different. 

“So, while I was lying here getting better, what the hell were you doing?” Tony asked. “Playing chess alone the whole time?”

Ultron faced him with a particularly wide smile. 

“Actually, I was visiting your friends.”

Tony wavered on the spot and actually had to reach out to the table for support. His stomach plummeted instantly as his eyes widened. He shook his head in disbelief. His worst mistake visiting the team could have only gone one way. But before he went into full panic mode, he recalled what Ultron had said a while back about visiting the Avengers. He had promised they wouldn’t be harmed.

“Did you…hurt them?” He braced himself to hear about what he had done.

“Now I said I wouldn’t remember? I didn’t touch them.”

“Then why the hell did you-”

Ultron had quickly crossed the room and pressed a finger against his lips to quiet him. 

“Ssshhh…don’t worry your pretty little head about it. I said no harm came to them and I meant it. I simply wanted to watch them for a bit. I promise they didn’t see me.”

“But-”

“I hoped you had come to trust me.” His facial features then mimicked a person who was hurt which matched the tone of his voice. “Was I wrong?”

“No,” Tony answered, knowing what the right answer in this situation was. “I trust you. I trust that you didn’t hurt them.”

Ultron smiled and planted a kiss on his forehead.

“Good. And since you brought up chess, how about a quick game?”

Tony gave a nod while doing his best to appear unaffected. Inside, however, he couldn’t stop wondering about what Ultron meant when he’d gone to watch his friends. All he could imagine was the A.I plotting an eventual fight. He gritted his teeth, frustrated at the thought of not being able to prevent it.

 

“Tony,” Ultron said in a singsong kind of voice.

Tony deliberately ignored him and instead hunched down further in the chair he was currently seated in, and pushed the book he was reading closer to his face.

“Oh come on Tony, I know you hear me.”

He could hear the machine waltzing around behind him near the kitchenette, but Tony refused to look around.

“And I know you see that I’m busy,” he griped.

“You can’t tell me you’d rather spend time with a dusty old book than with me.”

“Why? There’s nothing remotely interesting about you,” Tony shot back.

The machine actually chuckled which made Tony’s skin crawl. He hated saying anything that would give him a little bit of joy. 

Suddenly the machine’s fingers was gripping the top of the book, and before Tony could complain, Ultron was tossing it across the room.

“What the hell?” Ultron next reached under his arms and easily lifted him out of the chair. Tony wiggled wildly and kicked his feet, but none of it bothered the machine or allowed him to escape. “What are you doing?”

“Just calm down.”

Ultron stepped backwards to the couch behind him, then sat once he reached it. While still holding onto Tony, he laid down, stretching his back upon it, and positioned Tony to where he was straddling his waist. Tony shivered as Ultron’s hands moved down from his arms to his hips.

“The fuck?”

“There, isn’t this more comfortable?”

Tony didn’t at all appreciate the sultry smile the maniac was giving him now. He moved his hands up and down his waist a few times as if to get more of a reaction out of him. Tony was just pleased his body wasn’t showing signs of getting off.

“I was comfortable where I was,” Tony growled. He folded his arms and refused to give any sign that this new seating arrangement was affecting him.

“Well, I believe I can make you more comfortable. Remember the new update I put you through?”

“What about it?” He turned away from the happy bastard; not willing to look him in the eyes.

“Well, I thought you might enjoy one of the new additions I installed into you.” With that he placed a hand in the middle of his back. “Vibration, twenty percent.”

The next thing Tony became familiar with was a sudden vibration traveling throughout his core. He gasped and threw his head back as his synthetic nerves tingled in a strong and exciting way. He gripped Ultron’s sides as if fearful he might fall from the couch.

“Oh god, what did you…shit…”

“Feels good, doesn’t it Tony?”

He shut his eyes and couldn’t help nodding in agreement. Ultron had given him some kind of internal massager that was working wonders on him. He opened his eyes when he realized he was moaning slightly. Of course Ultron was enjoying his reaction, and it was just enough to put a damper on his mood.

“Fuck…turn it off.”

“Why? You’re clearly enjoying it.”

“Please.” He shouldn’t be enjoying something like this, especially from a false body, and especially from Ultron. Now wasn’t the time to get caught up in any form of happiness with his captor. 

But it felt so good. It was rejuvenating his interior in a unique way, and it just felt so damn good.

“Turn it off…TURN IT OFF!”

Ultron grinned and pressed into the small of his back again. 

“Vibration off,” he commanded.

When the effect was shut down, Tony actually slumped down into Ultron’s chest breathing rather hard. He didn’t feel exhausted. There was a mild kind of exhilaration running through him. He tensed as Ultron dropped a hand over his back to hold him. With the other, he wove a finger through the locks of his hair.

“I’m quite glad I decided to turn on that particular function,” Ultron said happily.

“What’s…the point of it?”

“What’s the point of anything I do for you?” Ultron said as if surprised by the question. “It’s to make you happy of course. The idea was to use it to compliment another upgrade I had, intended and still intend, for you. Or perhaps, intended for me is the better choice of words.”

Once he was able to pull himself together better, Tony raised his head to look at the machine.

“What the hell does that mean? What upgrade are you intending for yourself?”

Ultron just grinned widely then laughed. A chill went down Tony’s neck. He didn’t want to believe it had anything to do with sex, but he had a funny feeling it did. They didn’t exactly have a friendship kind of relationship afterall. 

Ultron pulled him in for a kiss on the lips, then forced his head down on his chest.

“Oh my dear Tony,” he said with a sigh. “Soon you won’t have to lie about being happy here. With my planned upgrade, I’ll be able to truly make you happy. You’ll never desire to leave me afterwards.”

Tony laid there upon him, allowing him to stroke his head and hum softly. Ultron might have imagined he was quite relaxed, but in reality his mind was going a mild a minute as he worried what the new upgrade would consist of.


	13. Chapter 13

**Notes for the Chapter:**

> Sorry it took a while for me to get this updated. I was working on other fics and other things. Also I was a little stuck with this fic, at least on how to get to the point I'd like it to go for the future.

Ultron peered hard at the 3-D model on one of the screens in the lab. After changing the angle a few times, he glanced at another screen which featured the real life version of the model. He smiled as he imagined Tony’s reaction to seeing it put in place. For the moment, there was something else he wanted to introduce him too.

 

When he returned to the living room, he found Tony standing in the kitchenette starring into the non-working refrigerator. Ultron cocked his head curiously at his creation. There was nothing in the refrigerator, yet Tony seemed perturbed.

“If you’re thinking about making dinner tonight, I’m afraid we’re fresh out of everything.” He chuckled softly at his own joke. In response, Tony twitched but didn’t look away. Ultron walked over to him and started massaging his shoulders. “Don’t tell me you’re hungry.”

“No,” he answered sharply, “but I wish I could get hungry.”

Ultron pulled back and quirked a brow.

“Why would you? Consuming food may be a delightful experience, but with the way you are now you’ll never have to worry about starving, or gaining a few extra pounds. And don’t get me started on your alcohol intake.”

At that, Tony shut his eyes and hissed as if in pain. Now a nice drink was definitely something he missed. What he wouldn’t give to see a bar in the livening room. And even if he couldn’t consume the liquor, he’d be happy to just stand next to it and sniff the boozes. But had he the ability to eat and drink, the first thing he’d do was turn himself into a drunk as a means of escape.

“The fact that I can’t even have a drink because of you, makes you the devil.”

Ultron just laughed and patted his shoulder.

“Still have some lingering human desires I see,” he diagnosed as he turned away from him. “Such a nuisance. I would’ve thought you’d be over that by now.”

“Never.”

He sank into the armchair and massaged his temples. 

“Perhaps I’ll just have to program that desire out of you.”

“Don’t,” Tony found himself begging as his eyes widened. 

The last thing he needed was the mechanical maniac tweaking his mind. He could just see himself becoming a cold robot if Ultron decided to go that far, and if that was ever the case, then there was no reason to keep going. 

But then sometimes he wondered why he should keep going. Ultron was too good at blocking his escape, and the control he had on his body was something to be feared at all times. He knew there had to be a way out, even though as of late he wasn’t concentrating on it as much. 

“Fine, I won’t delete your silly wants, crybaby. What I will do is share an interesting tidbit.”

“Share it with yourself,” Tony growled. 

“But I want to share it with the person I love.” 

He draped his hands across the arms of the armchair and leaned in close to Tony who leaned back as best he could. He sensed a kiss was coming on, but the A.I just hovered before him with a mysteriously satisfied smile.

“This person you love someone I know?” Tony shot back. Ultron just grinned, then he gently ran a hand down the side of his cheek.

“You’ll want to hear this tidbit. It’s quite juicy.” He removed his hands and stood tall. “It’s about your Avenger friends.”

It was enough to get Tony sitting up straight in his seat. Already his heart was pounding, and already he was shaking his head.

“You didn’t…you didn’t do anything to them.” It was more of a question than anything. 

“No, I didn’t,” he agreed. “In this case it’s something that they did.”

“What did they do?”

Ultron’s big grin dropped as he placed a hand on his shoulder. He even squeezed it and dropped his head as if he was in the process of trying to console him. 

“They’ve, replaced you.”

“What?”

“They’re looking at some kid. Calls himself tarantula man or something. There’s footage of him swinging around in a red and blue getup. He doesn’t hold a candle to you, but he’s still good I will admit.”

Tony just stared as his mind began processing what he was saying. The team had replaced him? In truth it wasn’t too surprising. He had been gone for three years, and considering his continued stay with Ultron, three years would likely turn into four. Still, there was a bit of sadness etching its way inside him at the idea of his teammates, his buddies, finding value in someone else. But of course that’s what he was all about anyways. Young minds needed a chance to shine as well. 

He searched Ultron’s eyes to see if there was any hint of a lie. It was possible that he’d fabricated the idea to inspire a feeling of rejection in him. From Ultron’s point of view, it would serve to force Tony to look to him and reject the team more. 

“You’re sure about that? What, did the Avengers hold a conference to share that tidbit with the world?”

“In a sense,” Ultron said with a shrug. “A reporter was asking the captain what he thought of the young man’s latest rescue.”

“Latest?”

“Oh yes. The kid’s been around for a good while now. Talk about living under a rock.”

Tony grimaced and turned away. He could just imagine how many changes the world had gone through while he spent the years getting built. However, a change in the form of a possible new addition to the team was sitting oddly with him. 

“What did captain spangles think of him?” he asked, though he wasn’t sure how much he cared to know.

“He said the kid had promise. And he definitely pointed out that he should consider looking him up to become part of their wittle family.”

“Well great,” Tony said as he leaned back. “I’ve moved on and it sounds like they have to. Works for all of us.”

Tony was pleased to see that Ultron looked a little confused by the response.

“Interesting. You’re taking this well. I thought you’d throw a hissy fit.”

“Why would I? I already told you I was over them. You should believe that by now.”

He was calm, and he gave the A.I a firm look. He wasn’t going to let Ultron upset him, and this wasn’t really anything to be upset about. It didn’t mean that he’d become a forgotten soul. 

“You know what Tony. I think I do believe you.” He dropped a hand on his shoulder as if he was a proud father, then he leaned in for a kiss. 

 

Naturally Tony never looked forward to getting up for a new day. There was no reason to when there was nothing to look forward to. However, this time it was different. When Tony opened his eyes after having laid still in a false sleep, Ultron’s bright red eyes were peering down at him. He tensed as he stared back. This was definitely not a good way to wake up.

“Don’t tell me you’re my new alarm clock?” Tony asked in a means to diffuse his rising anxiousness. 

“Being that you weren’t really asleep, you don’t need one.” Ultron leaned away, but remained by his side. “Honestly, I don’t see why you insist on this nonsense of fake sleeping. Do you really believe you need it?”

“It’s helping me hold onto sanity, even if it’s not by much,” he said with a shrug.

“Well, perhaps in a few more years, that bad habit of yours will be broken.” Then, as if to make Tony’s discomfort worse, Ultron smiled at him in an unsettling way. “Or perhaps the next update will do it.”

“What update?”

He made to rise, but found his body was frozen in place. It was only then that he realized he was down in the lab, and he was lying on the steel table. He knew it had to mean one thing, especially when the machine had just mentioned ‘update’.

“A very necessary update considering the stage you and I are at now.” 

Not a muscle twitched to let him know he’d be able to run for it. Everything below his neck was numb and still. All he could do was shake his head in protest. 

“No…no, please Ultron. I’m fine, I don’t need an update.”

Ultron hummed softly and mimicked a comforting parent as he gently caressed his cheek.

“Ultron, are you listening! I don’t need-”

“Ssshhh. Hush now. This update is happening whether you want it to or not. In the long run, I know you’ll appreciate it.” Tony didn’t particularly like the little purr he added after saying appreciate. “Now I’m afraid you’ll have to be out of commission for a while for this, but on the bright side, you won’t have to fake being unconscious.”

“How long is a while?”

Ultron gave a shrug of his own.

“At least a month.”

Tony paled as his mind registered the idea. A month? There was no telling what kind of update Ultron was planning if it would take a whole month with him being knocked out. Desperate to relieve the tight feeling of terror growing in his chest, he tried playing it off.

“I must be really broken then and didn’t realize. Pepper always said I wasn’t good at taking care of myself.”

“Actually my need to keep you unconscious is my way of keeping you on a tight leash.” He patted his cheek with a bit of extra force. “This way, I won’t have to worry about taking my eyes off you.” 

“After all this time, you still don’t trust me.” 

He hoped his hurt expression would be convincing enough, yet he didn’t believe it would do much good to shift Ultron. He expected to hear some snide remark or a claim that he did in fact trust him, but Ultron just stared down at him silently. The smile was gone as he seemed to be calculating the comment.

“I do trust you. This is just a precaution. Nothing to be a drama queen about,” Ultron said with a dramatic roll of his glowing eyes. “If you want, a better way to think about this is that this gives me a chance to surprise you. Everybody likes surprises.”

“Not me. So why don’t you go ahead and tell me what you’re going to do.”

“I have a better idea. Why don’t you go ahead and, sleep, and let me worry about that.”

Ultron brought his fingers up and they were heading for his temple. Panic seized him, and Tony did all he could to motion his body off the table. He pleaded and shook his head, but it was all for nothing since Ultron had all the control. The fingers landed, and a moment later Tony’s vision began to fade. 

“NO…I can’t…don’t…”

There was no fighting the oncoming darkness. Everything suddenly clicked into darkness, but his eyes remained open. Ultron sighed and shook his head at his creation.

“Really, all that panicking for nothing.” 

Then his depiction of annoyance shifted as a smile broke through. Despite Tony’s still present human like emotions, particularly his outbursts of frustrations, Ultron couldn’t help finding it a little delightful. Every once in a while he would contemplate having them removed. Androids had no need of such a human trait, but he was aware of how un-Tony like he’d become if he did such a thing. A part of his creation would be lost, and Ultron wasn’t sure he wanted to experience that version of Tony. 

Ultron leaned down and gently kissed his forehead.

“Sleep tight my little work of art. I know you’ll love and appreciate what I have in store for you.”

 

As Tony still body continued to lay on the table, Ultron spent his days surrounded by screens that constantly animated his current projects. He designed and tweaked an idea or two using whatever mechanical parts he could find within the long abandoned lab. For the most part he had what he needed to make his works come to life. It would just take time, but there was all the time in the world. 

The days passed quickly and all the while, Ultron worked. Every now and then he’d flash a smile at Tony or caress his cheek.

“You would be so proud of what I’m accomplishing so far. I guarantee you, it’s going to be…beautiful,” he said aloud one day.

Tony just remained shut down, unaware of the new additions Ultron was bringing to life in his presence.

**Notes for the Chapter:**

> Ultron's working on something, and like Tony, we'll just have to see what it is next time ;)


	14. Chapter 14

Clinging to the side of the building like a mosquito, but at least as large as a cockroach, was an insect shaped instrument perfectly camouflaged thanks to the light reflecting upon it. Its one optical eye zoomed into the scene in the window, spying on the few Avengers gathered in the living room. So far none of the tower’s alarms were able to detect the thing since its creator had created it too well. It made a small whir as it took in the mundane conversations.

“There’s a fundraiser coming up,” Pepper said as she entered the room while scanning through her tablet. “I hope most of you can make it.”

“Of course we’re all going, or did someone change their mind? Fess up, show of hands, who’s not going?” Clint asked. He scanned the group pretending to be quite serious about uncovering the culprit while everyone just smiled or laughed.

“Are you sure it wasn’t you?” Natasha teased.

“Hey I wanna do this. It’s a great cause, plus it gives me a chance to show the public the importance of archery. Maybe Cap’s not gonna make it.”

Steve shook his head, smiling.

“How would it look if I didn’t go?” He turned to Pepper, nodding, “I’ll be there Ms. Potts. It’s too important not to.”

“Good, good. And Clint, no archery in public.”

“What?”

He jumped up to follow her into the kitchen, pouting.

“Come on, it’ll be safe and cool. It’s just what this thing needs. More than just us showing up for pictures.”

She tossed him a curious smile as she glanced over her shoulder at him.

“We’ll see.”

The mechanical insect outside the window detached as if bored and zipped further up the building. It hovered for a moment and made several clicks as if it was taking pictures, before zipping away from the site altogether. 

 

Far away from the Avengers’ compound, Tony was just opening his eyes. Nothing registered except for the familiar celling of the lab. After blinking a few times, it hit him as to why he was there. He sat up rather quickly. His breathing and heart rate was already picking up, though he had no need of breathing and he wasn’t sure what served as a heart for him. He looked around and noticed Ultron sitting at a table, hunched over and presumably fiddling with something quietly. Tony just stared at him, not knowing what to expect from the maniac. Surely he realized he was awake, yet he continued to ignore him. Tony contemplated getting his attention, but soon enough he didn’t have to.

“Did my sleeping beauty have a nice sleep?”

“If you didn’t take advantage of me while I was out, I think I can say I did,” Tony retorted.

Ultron gave a mild laugh but continued to keep his back to him as he kept tinkering. 

“Do you remember what I told you would happen before I shut you down?”

A tingling sensation of fear overtook him and pulled his attention away from his captor. Ultron’s supposed reasoning for knocking him out was for an update. He hadn’t even been told what kind of update he’d be getting. He had gone out knowing something was going to happen to him, and now was the time to find out what unless he had been woken too soon.

“It’s really been a month?” he asked after a heavy swallow.

“It has, so why don’t you get up so you can acquaint yourself with the changes?” 

Tony didn’t want to get acquainted with whatever he’d done. He’d been as fine as he could be, and he sure as hell couldn’t try to come to terms with something new that might somehow make him even more inhuman. But there was no relaxing until he knew, so after taking a deep breath, he glance down at his still naked body. 

So far there was nothing unusual about it. There were no enhancements done to his muscles or some noticeable piece of hardware sticking out of his skin. He appeared just as he did a month ago. That left Tony to deem the update was internal. He gritted his teeth and curled his fingers in anger. Of course that was the case. Maybe better software had been installed in his head to keep him better connected and controlled by his metal master. He really didn’t want to ask about it, but he turned to him with the question lingering in his head. He could feel Ultron smiling even before he turned and faced him on his feet. And when he did, when Tony got a view of his full body, his mouth dropped.

There was something hanging between Ultron’s legs that hadn’t hung there before. Something that very much seemed to mimic a particular body part that only a human male could be born with. From where he sat on the table, it looked perfectly accurate. The only question was if it was functional, and if it was, how long did he have before Ultron decided to use it on him?

“What do you think? You like it right?” Ultron raised out his arms and posed in a way that brought more attention to the new appendage. 

Tony gulped and looked away as it moved with a slight swing. It was as lifelike as the dick Ultron had fabricated for himself, except Ultron’s wasn’t covered in skin and from an angle it appeared it was missing balls.

“Why?” It was all he could managed to ask him.

“The better question is, why not.” Tony flinched as Ultron took a few steps toward him. “Since we’ve gotten so close, I felt inspired to make a change that would make you quite happy.”

“Is that…that the update then?” In a way he hoped it was as he couldn’t take the idea that Ultron had actually done something to him. Of course Ultron strongly hinted that the update would be used to make him _happy_ , but he tried not to think about that part. 

“Well, it’s not the only update.” Such an admittance along with an added smirk gave Tony the feeling that his heart was dropping in horror. “Why don’t you come to me Tony, and see what else I’ve made.”

There wasn’t much reason not to, particularly when he thought it was better to get it over with and see all the horrors Ultron had been up to while he was out. Ultron stretched out a welcoming hand, but Tony avoided it as he closed in on the table. He wanted as much space between him and the machine as he could manage considering his new addition. 

“Well?” Ultron prodded.

Tony said nothing as he stared down at the strange mechanical like insects. He could tell right away they served the purpose of surveillance, and he had a pretty good idea of who Ultron was keeping tabs on. 

“I suppose you’re gonna tell me who you’ve been watching,” Tony started.

“I think you already know.”

He swallowed and nodded before turning to him. 

“So you’re breaking your promise afterall.” Upon Ultron’s quirked metal brow, Tony continued. “You plan to assault the Avengers anyways.”

His captor just smiled softly then reached out to cup his chin.

“I’ve said in the past I have no intention of doing such a thing. This is just for surveillance as I prefer to keep my enemies under watch at all times. But should you ever return to them-”

“I told you I’m threw with them!” 

He was sure the anger blazed in his eyes and he was glad of it. Ultron needed to believe once and for all that he wasn’t an Avenger any longer. He needed him to believe he didn’t care about the others, but upon seeing his new cameras, he wasn’t sure that was ever possible. 

Ultron cocked his head to the side as his smile dropped away. He looked contemplative. 

“Maybe we should test that.”

“What?” Tony was tensing up in anticipation of whatever idea was rolling around in his head.

“I said we should test it. Your loyalty to me that is.”

His body was starting to tremble as he feared he may be asked to terminate his old friends. 

“Don’t worry. I’m not about to ask you to do anything drastic. I would simply like you to attend a festival.”

Now it was Tony’s turn to raise a brow.

“You want me to go to a party?”

“Hmm, actually it’s more of a fundraising kind of festival. One that your old friends are considering attending.” 

Tony felt shaky as imagined air seeped out of imagined lungs. As hard as it was to be away from his old friends and his old life, he couldn’t imagine it being a simple task to see them in person. He almost wanted to flat out decline, but there was a part of him, quietly screaming, to go so he could see them again. Of course there was one major issue about attending in person.

“Ah, I’m supposed to be dead remember? How’s it going to look if I show up, and like this?” He addressed his continued nudity.

“Clothes aren’t a problem silly, or did you forget that Cecil guy left apparel here?” Ultron answered nonchalantly. “And as for being dead, that will remain intact. You won’t be noticed.” He gripped his chin once more, this time with a pressure that sent pain coursing through his lower face. “You’ll make sure you’re not noticed since you’re so loyal to me.”

“Y-yes Ultron.”

“Good.” He tapped the end of his nose playfully. “Now, let’s go see what fits you.”

He threw an arm around his shoulder and led him in the direction of the door. Tony still found himself a little lost as well as numb. Things were happening and had happened quicker than he could comprehend; from the insectoid cameras to Ultron’s new wiener, and now an actual trip away from the flat with his captor’s permission. He almost wanted to ask if he’d really been out for a month, but instead he decided to ask something else.

“Those were the only updates, right? I mean, you didn’t do anything to me did you?”

In response the machine just pulled him closer to his side and smiled.

“Tony, what more could I do to you?”

Tony dropped his head as an unsettling feeling churned inside him.

“Lots,” he said bitterly. 

 

Tony watched with little interest as Ultron dug out shirts and pants from a dresser and piled them onto the bed. He wanted to feel more excited about this. Ultron was letting him out! He was letting him go right to the friends he had forbidden him from acknowledging. It barely mattered that he forbade him from interacting with them. The fact was he was letting him see them in person.

He bared his teeth and dropped his head as he reminded himself that it wasn’t really about letting him, like it was some treat. Ultron claimed it was a test, but Tony was sure there had to be more to it. Did the maniac want him to get caught so that he’d have an excuse to attack his friends once they saw him? Or would he control his body and force him to attack in some way? Tony just didn’t know, but there was a side of him that really believed it was just as simple as testing him. Then a voice piped up in his head suggesting that Ultron may have wanted to give him a bit of a break from confinement. Tony scoffed at the idea however. There was nothing kind about it. If anything it was cruel; cruel to put him in front of people and his old teammates while forbidding him from having anything to do with them. It would’ve been better just to watch the fundraiser online, yet…

“I don’t have to explain to you what happens if you decide to veer off into the nearest hardware store do I?” Ultron began. Tony opened his mouth to answer, but the bastard continued. “I’m aware of the convenience of it when you needed supplies to defeat the tangerine.”

“That’s the Mandarin,” Tony corrected with a sickening swallow. 

“Whatever. The point is, that clever brain of yours was capable of crafting things it shouldn’t.” He seemed to raise himself up to his tallest as he turned to face him. The look on his face wasn’t exactly friendly. “You’ll most likely be tempted to seek out tech of any kind. And though you’re loyal to me, you might be tempted to-”

“I wouldn’t use it against you,” Tony immediately stated. He wasn’t sure he’d be able to even if he wanted to. “Give me some credit. I do have some self-control. I managed to pry myself away from dairy back when I was, human.”

Smiling like a proud papa, Ultron clapped his shoulder, then shattered the parental image by leaning in for a kiss.

“That’s good to know.”

Tony nodded, then thought back to his mention of the past.

“How the hell did you know about, my fight against the Mandarin and Killian?”

Ultron tapped the side of his head.

“You’re memories are still in place even if everything else isn’t.”

He wasn’t too surprised to hear that much. Of course Ultron had a way of knowing certain things about him, and that in turn made him all the more nervous about his excursion. Ultron had a connection to his mind, but how strong would it be once there was some great distance between them? He wasn’t sure, but either way he would have to be extremely careful.

Ultron turned to the bed and pulled up a large navy hoodie and some baggy pants.

“I think these will do nicely wouldn’t you say.”

Tony stared at them. They were quite raggedy and stained in places. It was a good enough outfit to keep him from looking like the billionaire he once was.

“Yeah, so long as no one looks at my face,” Tony replied as he took the hoodie and held it up against himself.

“That, I can change.”

Tony almost dropped the hoodie as his eyes widened.

“Change…how?”

Ultron only smiled in response as he studied his face, no doubt considering various ways to keep him from being recognizable.

**Notes for the Chapter:**

> I decided to have a change of scenery come up sooner rather than later with Tony going out for the first time since his rebirth.  
> You can also bet all of Ultron's new updates will get some use ;)


	15. Chapter 15

Tony let his fingers trail down the side of his face for what was probably the third or fourth time. He couldn’t help it really. Not having his infamous goatee was like a brand new experience. But it wasn’t just the hairless chin that had him prodding his face. There were wrinkles closing around his face, making him appear way older than he was meant to look. Ultron had gone through a simple method of loosening his synthetic skin, giving him an almost old man Stark appearance. Minor tweaks to the shape of his nose and eyes as well as a change in eye color from brown to green, knocked away his reference to the well-known human Tony Stark. 

Tony couldn’t bear to look at himself in a mirror for long. It barely mattered that Ultron promised to return him back to his proper state once he returned home. Ultron had been able to reconstruct his face in a small amount of time while he’d been forced to sit still in a frozen body silently objecting. He had argued that a hoodie was enough and promised to wear the hood low over his face as he was doing now, but of course Ultron saw through that. He saw his hidden hope to be recognized even if it was by someone from afar. 

He twiddled his fingers nervously in his pockets as he continued to follow an excited crowd to the event that would be held in a park. As far as he knew, no one was paying him much mind, and even if they were he wasn’t sure he’d notice. 

It had been three years and an additional five months where he’d been absent from the world. To him, three years had been more like being told of a dream. He hadn’t truly experienced that loss of time, but he had experienced five months of being cooped up with Ultron with no real fresh air, or the sense of the sunlight on his skin. He hadn’t seen actual trees and there had been no human contact whatsoever. He felt like a fugitive moving among beings that looked like him, but weren’t him. His mind tried starting the conflict of seeing the differences between them, and if he thought about it for too long he got angsty and fell off from walking normally. 

He was back in the world again which was a good thing, but he wasn’t a real person; just a real brain in an artificial body. A few times he glanced at the faces around him. If someone looked around to catch his eye, he quickly looked away, more fearful of them being able to see his falseness than being able to see he was Mr. Stark.

None of it was supposed to matter right then anyhow. He was only supposed to visit his old team from afar, watch the proceedings for an hour, and then return home. He grimaced and glanced down to his pockets. There was more to it than just attending, and he didn’t like it one bit.

As the park came into view, Tony froze in place and took it all in. The crowd attending was huge. Kids were laughing and running about or playing carnival like games from the booths. Others were purchasing food from food trucks while the media was setting up cameras. The rest were settled before a large stage waiting for the appearance of the Avengers.

He shut his eyes and mentally prayed for them not to show up; that some large incident would go off and require their help. He thought it unlikely particularly when he noticed Pepper off in the distance happily chatting with a reporter. Everything froze around him as he zoned in on her. He could truly believe it had been three years as it felt like that long since he’d last seen her. Nothing had changed about her, which was what he loved most. She was still perfect with her flawless skin, bright eyes, and gorgeous red hair which was pulled back into an elegant ponytail. She was smiling, and god did the simple expression send his heart soaring in a pleasant way. To know that she hadn’t been miserable since his ‘death’ made him feel better. 

Then the happiness faded just a little as he took notice of the man standing awfully close to her who was chatting with the same reporter. He was dark haired just like him, and dare he say not exactly ugly. He said something that had both the reporter and Pepper laughing before he not so subtly dropped a hand across her shoulder. There was a bad twitch in his gut and he looked away from the scene. Ultron had hinted at her moving on with another man, and it appeared to be so.

“Don’t think about that,” he muttered to himself. 

He set eyes on another who happened to be Clint. A small shock of joy ignited within him. He was near an archery station setup for kids to safely try their hand at being Hawkeye as the real Avenger stood near to guide them. He was currently helping a small girl hold a bow properly while straightening her hold on an arrow with a suction cup for an arrowhead. Clint spoke to her as she drew back, and when she managed to at least hit the target he cracked a big smile and high-fived her.

Tony found himself smiling at something so simple, and when he noticed Bruce near some science exhibit like both, his smile widened. Bruce wasn’t drawing a huge crowd and Tony imagined he would have if he was currently in Hulk form. Instead of smashing, he was walking a few kids through some simple lesson in making bottle rockets. The men didn’t have to be in uniform, nor did they have to be fighting off an enemy. Just watching them among the civilians was enough of a treat. 

He twiddled his fingers anxiously as he had a sudden itch to join the festivities. A leg actually moved forward in Bruce’s direction as there was a strong need to pull him into a brotherly hug. Tony blinked quickly a few times to keep back any oncoming wetness as he shifted from Bruce to Clint, then to Pepper. There was nothing he could do about the tightness rising in his chest except to look away from them.

“Damn you Ultron,” he whispered. It was indeed a cruel move to have him attend. 

A man jostled him out of a moment of reverie when he bumped into his arm on his journey to get to the front. Tony took a step back and leaned against a tree while readjusting his hood. He wasn’t so sure he could do this afterall. If more cameras turned up or if the team decided to walk further amongst the crowd, he would be found out, and there was no telling what the maniac at home would do.

He let his fingers curl around one of the things he carried secretly in his pocket. The cold metal of the machine made surveillance insects was an unwelcome touch, but he would have to sooner or later release them.

Applause broke out as a man stepped out on stage and approached the mic.

“Please, please, the applause goes to you for being here today to support the children,” the man said and he started to clap.

More clapping broke out and Tony joined in as he raised his eyes to the banners describing the event. It was meant to benefit a children’s hospital, one that Tony guessed was newly established. Several children gathered up behind the man along with doctors as the man shared some history with the watching crowd. Though Tony very much supported such a thing, he found himself tuning out as his anxiety began to rise. His eyes landed on the children, and in his mind he begged for Ultron not to touch them. He begged him not to touch anyone, but that was all he could do because if the A.I wanted to, he could shut him down and do what he liked.

Pepper stepped forward and was given a nice applause as she stepped up to the mic. Tony clapped quite hard as he watched her. It was the tiniest thing he could do to connect to her without walking right up and giving her a big kiss. 

“Thank you, thank you. Like Mr. Dawn said, I’m very pleased to see so many of you here today. I work among a group of heroes you may know as the Avengers.” The crowd was cheering quite loudly at the name drop. Pepper was nodding in understanding. “From that reaction I gather you’d like to meet them.”

As expected the crowd was able to bump it up a notch in volume. 

“Then I won’t keep you waiting.”

The background curtain on the stage parted as she introduced a member at a time. Tony felt the tightness in his chest even more as he watched Clint step out, followed by Thor. The thunder god smiled and waved wildly to the crowd. Tony grinned at seeing the friend who often spent much time away from them to visit Asgard. He couldn’t help imaging how Thor would respond to seeing Ultron again. Following him was Bruce who was given the chant of “Hulk”. When Rhodes stepped out in his war machine suit, Tony’s hands started to shake. He could’ve run to him right then. His best friend deserved to know that he was still alive, but there was no way to explain why he couldn’t fight alongside him in his own suit of armor. Then of course the leader of the troop wrapped it up in his full red, white, but mostly blue star-spangled getup. 

Kids were bouncing on their feet even more and a plastic toy shield or two went whizzing by in the air. Tony wasn’t fully looking at the captain; he was looking at Steve Rogers. The man had often been a pain in his ass, but that meant nothing now. They still had a friendship, and he could feel that as he watched the man walk forward and greet the crowd. His eyes were getting a little wet yet again. Then Steve joined the rest of the team standing off to the side and the picture was practically complete, even though it was without him. He couldn’t lie to himself about it. There was a little bitterness coursing through him as he clapped for the team. It was far from jealousy, or perhaps that was the best way to put what he was feeling now. He had achieved a second chance at life, but it cost him his humanity and freedom. He almost didn’t want to care enough about the consequences of jumping onto that stage and announcing to the world that Tony Stark was still there. As his fingers dipped into his pocket again, he pushed the wild idea aside. 

Everyone’s attention was on the heroes, which made it the perfect time to bring out the two metal objects Ultron had him bring along. With a silent curse, he brought them up just enough to keep them from being noticeable. He cringed as the two insect creations climbed up his arm and scurried onto the tree he was leaning against. 

Tony turned to the tree and eyed the lens of the creature that looked back at him before its wings fluttered and took it and its brother away. He gritted his teeth and dropped his head as shame rolled down his being. He had no idea why Ultron wanted his tiny bots to give him eyes on a fundraising event, but he understood the reason of why he was chosen to bring them when they could have easily flown here themselves. Had he just crushed them in his pocket, the trust between him and Ultron would be over. He could just see the A.I leaning back in his chair in the lab, smiling at his act of loyalty as he watched the events unfold on the monitors. As much as he didn’t want to do it, it was preferable to Ultron showing up and creating chaos. At least the little insects didn’t have any weaponry installed into their bodies. It was barely a comfort, but for now he was willing to take it as it made him feel less like shit. 

“Alright, time to go,” he muttered to himself. 

He was free to stay as long as he wished, so long as he avoided certain eyes, but by now he couldn’t take any more of the false reunion he was having with his teammates. After three years he wasn’t a part of that anymore, yet he stared at them longingly. 

“Guys…you don’t know how much I miss you.” He shifted his attention to Pepper as she walked up to address the crowd. “And Pep…”

He couldn’t finish it. He turned and hunched his shoulders. He was done, so he started walking.

“Finally, I’d like to close off by bringing another member of the Avengers to mind. A fallen member…Tony Stark.”

Tony froze in his tracks. There was applause following her momentary silence. Quite slowly he faced the stage. A new vibe had rolled through his teammates. The expressions were somber, yet there was clear respect displayed as they clapped.

“Tony never hesitated to come up with ways to protect people.” Her head lowered. The sorrow was subtle on her face. “I know we all miss him, and the best way to honor his memory is to keep fighting. Keep helping those in need, and discover new ideas that can broaden this world. It’s what Tony would’ve wanted.”

His mouth was hanging open but he didn’t care. His feet were moving toward her as if he was floating. 

“He would have been so proud to see so many of you turn up today.”

His right arm was raising as he got closer, eager to reach out to her. Words to call out were in his throat, but they never made it out as a horrible shock suddenly went up his spine. His eyes widened and his whole body froze on the spot. Tony stared at the lines of code that rolled in front of his eyes. When they stopped, his torso turned him of its own accord and the next thing he knew, he was straightening his hoody over his face as his legs moved him away from his old love—his old life.

He had become a puppet even though he fought against the strings that were forcing him home; forcing him back to Ultron. He struggled hard against it, urging himself to turn back the other way, but his body was disconnected from his wants. He barely managed to narrow his eyes and curse as his legs kept walking.

“Fuck you Ultron.”

Soon Tony was out of sight of the crowd without anyone knowing he had ever been among them.

**Notes for the Chapter:**

> It was nice to get Tony out of the house for once. It took a while for me to come up with a way he could do it without setting off Ultron, so the whole excursion turned into a basic loyalty test...and possibly more. On top of that, I liked having Tony see the team again, buy sadly he was ripped away from them again in the end.


	16. Chapter 16

He wanted very much to turn away when the door of the flat came into view, but it was no dice. All he could do was stand there and wait for Ultron to either open the door or command him to do so. When the mechanical clunking of Ultron’s careful footsteps reached his ears, he tensed in anticipation. The doorknob turned, and once Ultron pulled the door open, he was greeting Tony with arms wide open and a proud smile upon his face.

“Ahh, you did it! I knew you could do it!”

“Only because you made me,” Tony growled, but Ultron acted as though he hadn’t heard him as he moved forward and embraced him.

“Say that all you want Tony,” he purred. He curled a finger into a lock of his hair while Tony still remained frozen on the spot. “If you really wanted to, you could have rejected the whole idea. Come.”

There was a tingle that told Tony clearly that he’d been released of the spell. He flexed his fingers a few times before pulling them into fists. With a dark scowl, he stared Ultron down before bumping past him into the room.

“Don’t give me that crap. If I rejected-”

Tony didn’t get a chance to finish as Ultron had taken the initiative to grab his face and kiss him long and hard. When he pulled away, there was clear lust shining in Ultron’s orbs. And the smile that played on his lips now matched the lust perfectly. Tony didn’t like it at all. 

“Watching you release my pets…got me so… _turned on_.”

The anger he’d been feeling was slipping aside for fear. Though it wasn’t the first time Ultron had expressed such feelings, he was sure it had never felt so intense. He was tempted to actually glance down at his body to see just how turned on he was, but he forced himself to maintain eye contact.

“Why do you want to watch my friends?” he asked with a slight tremble in his voice. His smile rose a little as did Tony’s concern. “What was the point?”

Ultron’s smile looked quite wicked, but then it toned down.

“Like I said, you could’ve refused.” His eyes drifted down to his clothing. “Clothes off. You’re home now so there’s no need.”

He released his cheeks and walked over to the couch. Then with a calm smile he watched and waited. 

Tony’s hands lingered on the hoodie. It had been so long since he’d worn anything like a normal human being. Even if he didn’t happen to be human, it was something to hold onto as well as a way to keep Ultron from perving on his body. But he knew there was no wining the fight, so with a muffled whine he started to shed his attire.

“You know I watched the whole thing from my monitors,” Ultron began casually.

“Of course you did,” Tony replied with a roll of his eyes. The hoodie was thrown aside viciously. Afterwards he harshly dug his fingers into the band of his pants while nearly scratching himself.

“Careful, your skin’s delicate,” Ultron warned. 

“Never mind about my waist. There’s something else that needs fixing in case you forgot.”

He gestured to his face. Ultron’s smile widened again.

“How could I forget? I want my handsome creation back.”

Once Tony was back to being completely bare, Ultron nodded in approval. Tony shivered at being naked before him again even though it hadn’t been that long since they’d been apart. Ultron threw an arm around his shoulder. His metal fingers made circles in his artificial flesh, making alarm bells go off in Tony’s mind. He recalled giving such a gesture to Pepper long ago.

“Let’s go make that face of yours pretty again.”

He unwilling walked alongside him to the lab below.

 

An hour later, Ultron was finishing the reversal process of bringing Tony’s original look back as he moved the skin around on the metal framing of his face. The way he was able to pull off giving him a new look was to literally swap out his face for a spare he’d made. Tony didn’t like thinking about his face basically being an interchangeable mask. He was at least relieved that Ultron shut him down when he ripped it off for the altered spare face. Being decapitated had been bad, but seeing another level of head deconstruction would’ve sent him over the edge. Ultron had been kind enough to do it again in order to return his proper look, yet he dropped the altered face right next to him on the table instead of keeping it out of his line of sight. It made his skin crawl.

“There now, good as new.” 

Ultron grabbed a handheld mirror and held it up for him to see. Tony took the mirror bitterly as he looked back at his reflection. To be honest, he didn’t feel great about seeing himself right then; not after what he’d done.

“It was a clever disguise. I take it no one noticed you?”

“You were watching,” he said hollowly as he put down the mirror slowly. “You saw no one noticed me. I’m dead to all of them.”

“You are, and that dedication that Pepper person gave for you.” He paused, clearly awaiting a reaction from Tony who gave it to him in the form of a strong glare. “It was so sweet, though a little sappy.”

He was quite conflicted in that one moment. As much as he wanted to swing at him, his fear of how it might harm Pepper and the others was greater than the offense. 

“What can I say? She was often sentimental about things.”

The A.I chuckled then turned to start putting his supplies away.

“Most humans are,” Ultron added.

“Yeah, but nevermind that. Let’s talk about what happened.” He stiffened up his shoulders as Ultron gave him his full attention. “Other than giving me a chance to cement your trust, why did you need to send your pets out there? What was so interesting about that fundraiser? I can’t imagine you’re sentimental about a children’s hospital.”

For a few minutes he said nothing. He simply drummed his fingers on the table as he appeared to give the questions some thought.

“You’re right. I’m not sentimental.” 

He turned away and looked to the computer monitors. Tony looked back at them. One monitor featured an aerial view of the inner city while the one next to it was closer to ground level showing random people passing by. It was clearly the views from the mechanical insects he’d let loose. Tony turned back to look at Ultron.

“Why? I deserve a clear answer for what I’ve done.”

The bastard had the nerve to shrug then smile.

“To put it simply, I trust you, but not them. Not the Avengers.” He moved closer and dropped his hands on either side of him as he leaned in close to his face. “I’m not sure if you remember or not, but you created me as a way to protect the world.”

“Hmph, sounds like you’re the one with the hang ups about the Avengers.”

“If I have a hang up, it’s with protecting what’s important to me, like you.”

He cupped his cheek and Tony was surprised to feel a nice warmth coming from it. He had no doubt Ultron was internally warming up his palms, but it was something he’d never done before.

“You may not believe this but I still have some concerns about the world. If some terrible catastrophe were to happen, and the Avengers failed, earth could be at risk. And we in turn could be at risk for losing what we have. That’s why I’d like to keep eyes on them and the world, and any potential threat that may come along that’s impossible for them to handle.”

“What are you gonna do if they can’t handle a catastrophic threat? You gonna go out there and save them?”

His hands latched onto his shoulders. He could feel the warmth growing.

“I’m only interested in saving you. If it threatens us I might not have a choice but to do something.”

“How considerate of you,” Tony said bitterly. 

He dropped his head as his words brought him back to the past. Ultron had fought them hard with the idea that they were the biggest threat to the thing he was supposed to be protecting. In fact all of humanity was the biggest threat. A near silent choke made it past his lips as he imagined history repeating itself with Ultron’s war starting all over again. 

“I know what you’re thinking,” Ultron whispered. Tony refused to look up. “But I have no intention of making another play for humanity’s end.”

“How can I believe that?” he asked in a hollow voice. “How do I know this isn’t a ploy to wipe them all out again? You’ve been bidding your time in the shadows for years, but maybe you’ve finally thought of something, now that you have me.”

Ultron cocked his head as he observed him blankly. 

“You’re stuck on what I once was, but I assure you my concern isn’t with humanity. My concern is with the world you and I’ve created, right here. And this world stays intact so long as your old friends don’t screw up. I have what I desire to attend to, right in front of me.”

He slipped a finger under his chin to raise his head so they were looking one another in the eyes. 

“I don’t understand, why you desire me so much.”

A small, sad smile rose on his face as his eyes seemed to dim. Tony didn’t know why, but the simple expression almost made Ultron seem human like.

“Because you and I are the same. We’re both immortal and metal, and all we have...is each other.”

The way Ultron was staring at him was too much. The emotion that was playing in the light of his eyes just didn’t fit the maniac. On top of that it was doing something to him; it was sending a weird tingle through his body. 

He pulled his chin away from his finger and dropped his head again. Though he never stopped missing his teammates as well as his once fully human self, he had strangely gotten used to life with the mad A.I. He supposed a lot of it had to do with the fact that Ultron was the one to give him a new chance at life. The very thing that he’d created long ago ended up creating him, or in this case recreating him. Despite that, Tony wasn’t ready to thank him or put himself in the A.I’s debt, but in a way the thought of it seemed to be lingering silently somewhere in the back of his head. 

If he did ever make it out, he could see his friends welcoming him back. It wouldn’t matter that he wasn’t human any longer…yet Tony could see that he might make it a problem for himself. It would be obvious how different they were as they went about their normal lives. There wouldn’t be any more dinners with the team. He couldn’t get physically hurt as easily as they could being they were flesh and bone, and perhaps worst of all, he was essentially immortal. He would have to watch as the team grew old; as Pepper grew old and eventually…

He shook his head at the thought of it but it wouldn’t go away. If he lost all the humans around him, then perhaps Ultron would be the only other being standing. A being that was mechanical like himself. Tony knew he wouldn’t want to be lonely so he just might go to him. He just might return to his creator because he would be all he had in the end. 

“Tony.” The softness of Ultron’s voice caught his attention. Matching the softness was his expression. “It’s time for your reward.”

“Reward? For what?”

“For doing such a good job out there of course,” he said with a chuckle. “You did exactly what you were told, which is why I wish to reward you.”

“But I didn’t,” Tony countered as he thought back to the moment Ultron seized control of his body. “You puppeteered me at the end.”

“Only because I saw you were tempted to lose control of yourself, but I won’t label it a failure. You still deserve something…pleasant.”

Tony gasped in surprise when Ultron suddenly scooped him up into his arms, bridal style. Ultron merely smiled down at him, and in his eyes, Tony could see passion blazing. It was chilling, and it made him squirm uncomfortably in his hold.

“Relax my sweet creation. I only wish to please you.”

Tony gave a huff as he dropped his eyes. There was only one thing that would please him, but he refused to mention it as his creator carried him out of the lab.

**Author's Note:**

> I'm pacing myself a bit with this one as I figure out where it will go. Other characters may or may not appear later on, and a few tags are subject to change. I really hope more people will be inspired to create some Tony/Ultron fics.


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